Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes [ ] No [X]

As of November ~~12, 2018,~~11, 2019, there were ~~10,453,936~~30,761,527 shares of common stock outstanding.

	September 30,			December 31,
	2018			2017			September 30, 2019			December 31, 2018
	(unaudited)						(unaudited)
Assets

Current Assets:
Cash	$	105,374		$	451,680		$	98,113		$	117,523
Accounts receivable		26,000			38,000			38,000			29,000
Prepaid expenses and other current assets		50,667			30,030			64,741			34,464

Total Current Assets		182,041			519,710			200,854			180,987

Property and equipment, net		213,818			327,847			105,619			175,235
Intangible assets, net		832,778			888,950			757,888			814,059
Security deposit		22,100			22,100			22,100			22,100

Deferred offering costs								371,725			-
Total Assets	$	1,250,737		$	1,758,607		$	1,458,186		$	1,192,381

Liabilities and Stockholders’ Deficiency

Current Liabilities:
Accounts payable	$	2,112,219		$	2,454,944		$	1,743,596		$	1,893,827
Accrued expenses and other current liabilities		2,376,299			1,885,551			2,625,423			2,302,176
Accrued interest		333,514			329,166			628,976			338,619
Current portion of notes payable, net of debt discount of $566,261 and $336,229 at September 30, 2018 and December 31, 2017, respectively		3,151,434			3,467,568
Current portion of notes payable, net of debt discount of $733,886 and $936,866 at September 30, 2019 and December 31, 2018, respectively								7,526,128			3,625,659
Derivative liabilities		949,957			216,073			1,191,108			1,094,607

Total Current Liabilities		8,923,423			8,353,302			13,715,231			9,254,888
Accrued expenses, non-current portion		-			38,000			-			36,500
Accrued interest, non-current portion		74,550			9,591			14,345			18,137
Notes payable, non-current portion, net of debt discount of $20,511 and $1,256 at September 30, 2018 and December 31, 2017, respectively		1,190,911			194,282

Notes payable, non-current portion, net of debt discount of $78,919 and $75,497 at September 30, 2019 and December 31, 2018, respectively								157,143			523,894
Total Liabilities		10,188,884			8,595,175			13,886,719			9,833,419

Commitments and contingencies
Commitments and contingencies (See Note 6)

Stockholders’ Deficiency:
Preferred stock, $0.01 par value; Authorized, 20,000,000 shares; None issued and outstanding at September 30, 2018 and December 31, 2017		-			-
Common stock, $0.001 par value; Authorized, 75,000,000 shares; Issued and outstanding 8,721,839 and 6,112,473 shares at September 30, 2018 December 31, 2017, respectively		8,721			6,112
Preferred stock, $0.01 par value; Authorized, 20,000,000 shares; None issued and outstanding at September 30, 2019 and December 31, 2018								-			-
Common stock, $0.001 par value; Authorized, 300,000,000 shares; Issued and outstanding 23,717,754 and 11,728,394 shares at September 30, 2019 and December 31, 2018, respectively								23,717			11,728
Additional paid-in capital		51,404,929			44,561,773			64,567,341			55,269,490
Accumulated deficit		(60,351,797	)		(51,404,453	)		(77,019,591	)		(63,922,256	)

Total Stockholders’ Deficiency		(8,938,147	)		(6,836,568	)		(12,428,533	)		(8,641,038	)

Total Liabilities and Stockholders’ Deficiency	$	1,250,737		$	1,758,607		$	1,458,186		$	1,192,381

Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Deficiency

Condensed Consolidated Statements of ~~Cash Flows~~Changes in Stockholders’ Deficiency - Continued

BioRestorative Therapies, Inc. has one wholly-owned subsidiary, Stem Pearls, LLC (“Stem Pearls”). BioRestorative Therapies, Inc. and its subsidiary are referred to collectively as “BRT” or the “Company” (See Note 3 – Summary of Significant Accounting Policies – Principles of Consolidation). BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRT’s website is atwww.biorestorative.com. BRT is currently developing a Disc/Spine Program referred to as “brtxDISC”. Its lead cell therapy candidate,BRTX-100, is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected from the patient’s bone marrow. The product is intended to be used for the non-surgical treatment of painful lumbosacral disc disorders. BRT is also engaging in research efforts with respect to a platform technology utilizing brown adipose (fat) for therapeutic purposes to treat type 2 diabetes, obesity and other metabolic disorders and has labeled this initiative its ThermoStem Program. Further, BRT has licensed a patented curved needle device that is a needle system designed to deliver cells and/or other therapeutic products or material to the spine and discs or other potential sites.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by ~~U.S.~~ GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, ~~2018~~2019 and for the three and nine months ended September 30, ~~2018~~2019 and ~~2017.~~2018. The results of operations for the three and nine months ended September 30, ~~2018~~2019 are not necessarily indicative of the operating results for the full year ending December 31, ~~2018~~2019 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, ~~2017~~2018 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on ~~April 2, 2018.~~March 29, 2019.

As of September 30, ~~2018,~~2019, the Company had a working capital deficiency and a stockholders’ deficiency of ~~$8,741,382~~$13,514,377 and ~~$8,938,147~~$12,428,533, respectively. During the three and nine months ended September 30, ~~2018,~~2019, the Company incurred net losses of ~~$2,925,261~~$5,056,973 and ~~$8,947,344,~~$13,097,335, respectively. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the filing date of this report.

The Company’s primary source of operating funds since inception has been equity and debt financings. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Subsequent to September 30, ~~2018,~~2019, the Company has received aggregate equity financings and debt ~~financings~~proceeds of ~~$1,138,980,~~$500,000 and $1,363,625, respectively, debt (inclusive of accrued interest) of ~~$1,303,023~~$250,571 has been exchanged for common stock, ~~and $191,391~~$1,412,202 of debt (inclusive of accrued ~~interest and prepayment premiums)~~interest) has been ~~repaid.~~repaid, and the due date for the repayment of $91,539 of debt has been extended to July 2020. As a result, the Company expects to have the cash required to fund its operations through December ~~2018~~2019 while it continues to apply efforts to raise additional ~~capital.~~capital, including through a contemplated public offering of its equity securities. While there can be no assurance that it will be successful, the Company is ~~in negotiations~~seeking to raise additional capital. As of the filing date of this report, the Company has ~~a note~~notes payable with aan aggregate principal balance of ~~$7,500~~$593,400 which isare past due. See Note 7 – Stockholders’ Deficiency and Note 9 – Subsequent Events for details.

Between May 2019 and August 2019, holders of the Company’s notes in the aggregate principal amount of $1,565,000 entered into agreements with the Company pursuant to which the parties have agreed to exchange such notes for shares of the Company’s common stock and warrants in connection with the closing of the contemplated public offering. See Note 5 – Notes Payable – Related Party Notes; and – Convertible Notes.

The unaudited condensed consolidated financial statements of the Company include the accounts of Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, warrants issued in connection with notes payable, derivative liabilities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

~~One license and the related royalties comprised all~~Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with preparing for a contemplated public offering of the Company’s ~~revenue during~~equity securities (as described in Note 7 – Stockholders’ Deficiency), are capitalized as non-current assets on the ~~three and nine months ended~~balance sheet. Upon a consummation of such contemplated offering (as to which no assurances can be given), the deferred offering costs will be offset against the equity offering proceeds. As of September 30, ~~2018~~2019, the Company incurred deferred offering costs in the amount of $371,725, of which $265,297 and ~~2017. See “Revenue Recognition” below.~~$92,000 are included in accounts payable and accrued expenses, respectively, on the September 30, 2019 condensed consolidated balance sheet, in connection with such contemplated public offering.

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation.

Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur.

Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.

Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. It includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset. Performance obligations can be satisfied at a point in time or over time.

The Company recognizes ~~sublicensing and royalty revenue when~~ all of ~~the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price~~its revenue pursuant to ~~the customer is fixed or determinable, and (iv) collectability is reasonably assured. In January 2012,~~a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into ain January 2012, as amended in November 2015. Pursuant to the license agreement, ~~pursuant to which~~ the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc ~~procedures. Pursuant to the license agreement,~~procedures and the Company granted to the SCTC a non-exclusive sublicense to use certain of the licensed intellectual property in one location outside the United States. Pursuant to an amendment to the license agreement, effective November 30, 2015, the Companyhas granted to the SCTC a non-exclusive sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis.

The Company recognizes sublicensing and royalty revenue on a per disc procedure basis when the third-party sale occurs. All sales have fixed pricing and there are currently no variable components included in the Company’s revenue. The timing of the Company’s revenue recognition may differ from the timing of receiving royalty payments. A receivable is recorded when revenue is recognized prior to receipt of a royalty payment and the Company has an unconditional right to the royalty payment. Alternatively, when a royalty payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. During the three and nine months ended September 30, 2019, the Company recognized $38,000 and $98,000, respectively, of revenue related to the Company’s sublicenses. During the three and nine months ended September 30, 2018, the Company recognized $26,000 and $82,000, respectively, of revenue related to the Company’s sublicenses. ~~During the three and nine months ended September 30, 2017, the Company recognized $16,000 and $43,000, respectively, of revenue related to the Company’s sublicenses.~~

~~Note 3 – Summary~~The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of ~~Significant Accounting Policies – Continued~~the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s unaudited condensed consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required.

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. ~~For employees, the~~The fair value of the award is measured on the grant date and ~~for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount~~ is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. ~~Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the~~The Company estimates the fair value of the awards granted ~~under the Plan~~ based on the market value of its freely tradable common stock as reported on the OTCQB market. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares.

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as ~~interest expense~~amortization of debt discount on the unaudited condensed consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, the warrants, and stock options that are classified as derivative liabilities on the unaudited condensed consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments.

Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, ~~issuance~~issuances of securities to the Company’s employees and directors, or ~~directors~~to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy.

Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss.

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements, except as disclosed.

In ~~May 2014,~~February 2016, the ~~Financial~~FASB issued Accounting Standards ~~Board~~Update (“~~FASB”~~ASU”) ~~issued~~ 2016-02, “Leases (Topic 842)” (“ASU ~~2014-09.~~2016-02”). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASU 2014-092016-02 requires that ~~an entity~~a lessee recognize ~~revenue to depict~~ the ~~transfer of promised goods or services to customers in an amount~~assets and liabilities that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligationsarise from operating leases. A lessee should recognize in the ~~contract, estimating~~statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the ~~amount~~underlying asset for the lease term. For leases with a term of ~~variable consideration~~12 months or less, a lessee is permitted to ~~include in the transaction price~~make an accounting policy election by class of underlying asset not to recognize lease assets and ~~allocating the transaction price~~lease liabilities. In transition, lessees and lessors are required to ~~each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing~~recognize and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earningsmeasure leases at the ~~effective date (modified~~beginning of the earliest period presented using a modified retrospective ~~approach). The guidance was revised in July 2015 to~~approach. This amendment will be effective for ~~emerging growth companies for annual~~fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”), ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” (“ASU 2018-11”) in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” (“ASU 2018-20”) in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating these ASUs and their impact on orits unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2018. The Company ~~expects to adopt ASU 2014-09 using a modified retrospective approach on~~has adopted this standard as of January 1, 2019. ~~The Company has completed an analysis and preliminarily concluded that the adoption of ASU 2014-09 will not have an impact on the Company’s financial statements.~~

In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods within those annual periods, beginning after December 15, 2017, for share-based payment awards modified on or after the adoption date. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements and financial statement disclosures.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and including interim periods within that fiscal ~~years beginning after December 15, 2020.~~year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company ~~is currently evaluating ASU 2018-07 and its~~early adopted this accounting standard as of January 1, 2019. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial ~~statements.~~statements and financial statement disclosures.

In ~~July 2018,~~March 2019, the FASB issued ASU ~~No. 2018-09, “Codification~~2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU ~~2018-09”~~2019-01”). These amendments ~~provide clarifications~~align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and ~~corrections to certain ASC subtopics including~~when the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), andlease commences, the definition of fair value (in Topic 820, Fair Value ~~Measurement – Overall (Topic 820-10)~~Measurement) should be applied. (Issue 1). The ~~majority~~ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in ~~ASU 2018-09~~Topic 842. This amendment will be effective ~~in annual periods beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its unaudited condensed consolidated financial statements.~~

In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for emerging growth companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its unaudited condensed consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal years beginning after December 15, 2019 and interim periods within ~~those~~ fiscal ~~years.~~years beginning after December 15, 2020. Early adoption is permitted. The Company is currently ~~assessing the~~evaluating ASU 2019-01 and its impact ~~this guidance will have~~ on its unaudited condensed consolidated financial ~~statements.~~

~~Recently Issued Accounting Pronouncements~~ ~~- Continued~~statements and financial statement disclosures.

In ~~August 2018,~~July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. ~~2018-13, “Fair Value Measurement (Topic 820):~~33-10532, Disclosure ~~Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU ~~2018-13”~~2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The ~~amendments in~~adoption of ASU ~~2018-13 modify the disclosure requirements associated with fair value measurements based~~2019-07 did not have a material impact on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on itsCompany’s unaudited condensed consolidated financial statements.

~~See Note 6 - Commitments and Contingencies for additional details regarding~~During the ~~exchange~~nine months ended September 30, 2019, the Company entered into a settlement agreement with a certain consultant, pursuant to which $46,500 of previously accrued consulting fees were exchanged for 10,000 shares of the Company’s common stock and a ~~warrant.~~$10,000 cash payment. The value of the shares was $7,200, and accordingly the Company recorded a gain on settlement of payables of $29,300 which is reflected within general and administrative expenses in the unaudited condensed consolidated statements of operations.

A summary of the notes payable activity during the nine months ended September 30, ~~2018~~2019 is presented below:

During the nine months ended September 30, 2019, the Company issued to family members of officers of the Company and a Scientific Advisory Board member (the “SAB Member”) notes payable in the aggregate principal amount of $485,000, which bear interest at the rate of 12% per annum and provide for original maturity dates between July 2019 and December 2019.

During the nine months ended September 30, 2019, the Company partially repaid a certain related party note in the principal amount of $45,000.

During the nine months ended September 30, 2019, the holders of certain related party notes in the aggregate principal amount of $505,000 entered into agreements with the Company pursuant to which the parties agreed that the maturity of the promissory notes held by such holders will be extended or further extended from dates from December 2018 and August 2019 to dates between July 2019 and December 2019. In consideration of the extensions, such notes in the aggregate principal amount of $475,000 provided for an exchange of such notes for an exchange of such notes for shares of common stock and warrants, as described below, in connection with a public offering of the Company’s securities (the “Public Offering”). The exchange price for the indebtedness will be equal to the lesser of (i) 75% of the public offering price of the common stock, or units of common stock and warrants, as the case may be, offered pursuant to the Public Offering or (ii) $0.60 per share (subject to adjustment for reverse stock splits and the like) (the “Exchange Price”). The number of shares of common stock issuable pursuant to the warrants to be issued to such holders will be equal to the number of shares of common stock issuable to them upon conversion of the principal amount of their respective notes. The exchange price of the warrants to be issued to such holders will be the lesser of (i) 125% of the Exchange Price or (ii) $0.80 per share (subject to adjustment for reverse stock splits and the like). Since the fair value of the new ECO exceeded 10% of the carrying amount of the debt, the note extensions were accounted for as extinguishments, and accordingly the Company recognized an aggregate net loss on extinguishment of $145,066 in connection with the derecognition of the net carrying amount of the extinguished debt of $510,887 (inclusive of $475,000 of principal and $35,887 of accrued interest) and the issuance of the new convertible notes in the same amount, plus the fair value of the new notes’ ECOs of an aggregate of $145,066. See Note 9 – Subsequent Events.

In October 2019, the Company and a certain related party lender agreed to further extend the maturity date of a certain related party note with a principal balance of $25,000 from a maturity date in September 2019 to a new maturity date in October 2019, effective September 30, 2019.

During the nine months ended September 30, 2019, the Company, a director of the Company, and a trust related to the director (the “Trust”) agreed that promissory notes held by the director and the Trust in the outstanding principal amounts of $175,000 and $500,000, respectively, will be exchanged for shares of common stock and warrants, as described below, in connection with the Public Offering. The exchange price for the indebtedness will be equal to 75% of the public offering price of the common stock, or units of common stock and warrants, as the case may be, offered pursuant to the Public Offering (the “Director/Trust Exchange Price”). The number of shares of common stock issuable pursuant to the warrants to be issued to the director and the Trust will be in the same ratio to the number of shares of common stock issued upon exchange of their indebtedness as the number of shares of common stock subject to any warrants included as part of units offered pursuant to the Public Offering (the “Public Warrants”) bears to the number of shares of common stock issued as part of the Public Offering units. The exercise price of the warrants to be issued to the director and the Trust will be 125% of the Director/Trust Exchange Price and the term of the warrants will be the same term as the Public Warrants. Concurrently with the exchange, the exercise prices of outstanding warrants held by the director and the Trust for the purchase of an aggregate of 1,377,842 shares of common stock of the Company will be reduced from between $1.50 and $4.00 per share to $0.75 per share and the expiration dates of such warrants will be extended from between December 2019 and March 2022 to December 2023. The exchange agreements were submitted for approval by the shareholders of the Company, which was obtained in August 2019.

As of September 30, ~~2018 and December 31, 2017,~~2019, related party notes consisted of notes payable issued to certain directors of the Company, family members of ~~an officer~~officers of the Company, the SAB Member, and the ~~Tuxis Trust (the “Trust”).~~Trust. A director and principal shareholder of the Company serves as a trustee of the Trust, which was established for the benefit of his immediate family.

~~During the nine months ended~~As of September 30, ~~2018, the Company partially repaid~~2019, certain related party notes in the aggregate principal amount of ~~$30,000.~~$485,000 were convertible into shares of common stock of the Company at a conversion price of $0.60 per share, subject to adjustment, and a five year warrant (the “Warrant”) for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amount of the note. The Warrant provides for an exercise price of $0.80 per share, subject to adjustment.

During the nine months ended September 30, 2018, the Company and certain related parties agreed to exchange certain notes with an aggregate principal balance of $95,000 for an aggregate of 76,000 shares of the Company’s common stock at $1.25 per share. The common stock had an aggregate exchange date value of $114,000 and, as a result, the Company recorded a loss on extinguishment of notes payable of $19,000.

During the nine months ended September 30, 2018, the Company and certain related parties agreed to extend the maturity dates of notes payable with an aggregate principal balance of $140,000 from maturity dates ranging between August 2016 to February 2018 to new maturity dates ranging from July 2018 to December 2018.

During the nine months ended September 30, ~~2018,~~2019, the Company issued certain lenders ~~and a consultant~~ convertible notes payable in the aggregate principal amount of ~~$3,393,433~~$8,395,075 for aggregate cash proceeds of ~~$2,952,213.~~$7,847,727. The difference of ~~$441,220 was recorded as follows: (i) $309,285~~$547,348 was recorded as a debt discount and will be amortized over the terms of the respective ~~notes and (ii) $131,935 was immediately recognized as consulting expense in the condensed consolidated financial statements.~~notes. The convertible notes bear interest at rates ranging between 6%8% to ~~12%~~15% per annum payable at maturity with original maturity dates ranging between ~~June 2018~~July 2019 through September ~~2019. See Note 6 – Commitments and Contingencies for additional details regarding convertible notes issued in~~2020. In connection with ~~consulting services.~~

Asthe issuance of ~~September 30, 2018, convertible notes in the aggregate principal amount of $407,295 were issued concurrently with the extinguishment of~~a certain convertible ~~notes payable in~~note, the ~~same aggregate principal amount. See below within Note 5 – Notes Payable – Conversions, Exchanges and Other for additional details.~~

~~The above described convertible notes in~~Company issued the ~~aggregate principal amount of $3,800,728 are convertible as follows: (i) $1,351,293 of aggregate principal and the respective interest is convertible into~~lender 68,873 shares of the Company’s common stock ~~at the election of the respective holder at any time immediately on or after the issue dates until the respective balances have been paid in full, (ii) $2,262,500 of aggregate principal~~ and the respective interest is convertible into shares of the Company’s common stock at the election of the respective holder after the 180th day following the respective issue date until the balance has been paid in full, (iii) $55,000 of principal and respective interest is convertible into shares of the Company’s stock at the election of the Company during the five days prior to maturity and ending on the day immediately prior to maturity; however, should the Company elect to convert any portion of the $55,000 of note principal and respective accrued interest, the holder would have the right to accelerate the conversion of the remaining outstanding principal and accrued interest of the note at the same conversion price, and (iv) $170,000 ($131,935 earned as of September 30, 2018) of aggregate principal and the respective interest is convertible from time to time following the respective issue date at the holder’s election. See Note 6 – Commitments and Contingencies for additional details regarding convertible notes issued in connection with consulting services.

During the nine months ended September 30, 2018, convertible note issuances were comprised of (i) $675,000 of convertible notes that were convertible at a fixed price of $2.00 per share for the first six months following the respective issue date, thereafter, at a conversion price equal to the greater of (a) 58% of therelative fair value of $54,168 was recorded as debt discount and is being amortized over the ~~Company’s stock or (b) $0.10 per share, until the respective note has been paid in full, (ii) $978,228 of convertible notes that were convertible at the greater of (a) a range between 50% to 65%~~term of the fair value of the Company’s stock or (b) $0.75 or $1.00 per share, depending on the note, (iii) $350,000 of convertible notes that were convertible at a fixed conversion price of $2.15 per share and (iv) $1,797,500 of convertible notes that were convertible at 58% of the fair value of the Company’s stock.

note. In connection with the issuance of certain convertible notes, the Company issued the lenders five-year warrants to purchase an aggregate of ~~28,333~~295,000 shares of the Company’s common stock ~~and the relative fair~~at exercise prices ranging from $0.45 per share to $1.00 per share. The aggregate grant date value of ~~$42,827~~the warrants was $104,198, which was recorded as debt discount and is being amortized over the ~~term~~terms of the respective convertible notes. The warrants were subject to the Company’s sequencing policy and, as a result, were initially recorded as derivative liabilities. See below within this Note 5 – Notes Payable – Convertible Notes – Conversions, Exchanges and Other and Note 8 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes.

~~Of the convertible notes issued during~~During the nine months ended September 30, ~~2018,~~2019, a certain convertible note in the principal amount of $148,014 was issued concurrently with the extinguishment of a certain other note payable in the same principal amount. See below within this Note 5 – Notes Payable – Convertible Notes – Conversions, Exchanges and Other for additional details.

As of September 30, 2019, outstanding convertible notes in the aggregate principal amount of ~~$137,500 have mandatory prepayment terms at the option~~$4,381,076 were convertible into shares of common stock of the ~~holder (“MPOs”).~~Company as follows: (i) $2,355,076 of aggregate principal amount of convertible notes were convertible at a fixed price ranging from $0.25 to $2.00 per share for the first six months following the respective issue date, and thereafter at a conversion price generally equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective note has been paid in full, (ii) 1,046,000 of aggregate principal amount of convertible notes were convertible generally at a range of 58% to 65% of the fair value of the Company’s stock, subject to adjustment, depending on the note, and (iii) $980,000 of aggregate principal amount of convertible notes were convertible into shares of common stock of the Company at a conversion price ranging from $0.50 to $0.60 per share, subject to adjustment, and five-year warrants to purchase common stock of the Company in the same ratio. The warrants provide for an exercise price ranging from $0.75 to $0.80 per share, subject to adjustment. Convertible notes ~~issued~~in the aggregate principal amount of $990,000 provide for a mandatory conversion into common stock of the Company and warrants to purchase common stock of the Company in the same ratio upon the completion of an underwritten public offering by the Company of its securities whereby the conversion price shall be equal to the lower of the respective original conversion terms, or 75% of the offering price for the shares of common stock of the Company, or units of shares of common stock of the Company and warrants, as the case may be, sold pursuant to the public offering. The Company analyzes the ECOs of its convertible notes at issuance to determine whether the ECO should be bifurcated and accounted for as a derivative liability or if the ECO contains a beneficial conversion feature. See below within this Note 5 – Notes Payable – Convertible Notes – Embedded Conversion Options and Note Provisions and Note 8 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes. Also see Note 9 – Subsequent Events.

As of September 30, 2019, a portion of convertible notes with ~~MPOs permit~~an aggregate principal balance of $2,955,000, which were not yet convertible, will become convertible into shares of the Company’s common stock subsequent to September 30, 2019 at a conversion price generally equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective notes have been paid in full.

As of September 30, 2019, outstanding convertible notes in the aggregate principal amount of $4,325,075 have prepayment premiums, whereby, in the event that the Company elects to prepay certain notes during the one hundred eighty-day period following the issue date, the respective holder is entitled to ~~demand~~receive a prepayment premium of up to 35%, depending on the note, ~~in cash, at a premium of 35% of~~on the then outstanding principal balance ~~and~~including accrued ~~interest during the period between 150 days to 179 days following the respective issuance date.~~interest.

~~Of the convertible notes issued during the nine months ended~~As of September 30, ~~2018,~~2019, outstanding convertible notes in the aggregate principal amount of $2,811,500 have prepayment premiums. In the event that the Company elects to prepay certain notes during the first ninety-day period following the issue date, the respective holder is entitled to receive a prepayment premium of up to 30%, depending on the note, on the then outstanding principal balance including accrued interest. In the event that the Company prepays any of the notes during the second ninety-day period following the issue date, the respective holder is entitled to receive a prepayment premium of up to 40%, depending on the note, on the then outstanding principal balance including accrued interest. In the event that the Company prepays a certain note after the 180^th ~~day period following the issue date and prior to maturity, the holder is entitled to receive a prepayment premium of 50% on the then outstanding principal balance including accrued interest.~~

~~Of the convertible notes issued during the nine months ended September 30, 2018, convertible notes in the aggregate principal amount of $1,756,500~~$4,252,688 have most favored nation (“MFN”) provisions, whereby, so long as such respective note is outstanding, upon any issuance by the Company of any security with ~~conversion discounts, conversion lookback periods, floor prices, lookback formulas, and/or prepayment premiums, depending on the note,~~certain identified provisions more favorable to the holder of such security, then at the respective holder’s option, those more favorable terms shall become a part of the transaction documents with the holder. As of September 30, ~~2018,~~2019, notes with applicable MFN provisions were convertible using MFN conversion ~~terms~~prices equal to ~~conversion prices ranging between~~ 58%~~-65%~~ of the fair market value of the Company’s stock, as defined.

During the nine months ended September 30, 2019, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $3,990,135, of which $3,576,028 was recorded as a debt discount and is being amortized over the terms of the respective convertible notes and $414,108 was recognized as part of an extinguishment loss as described below. See Note 8 – Derivative Liabilities for additional details.

During the nine months ended September 30, ~~2018,~~2019, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $4,255,838 (including an aggregate of $2,032,323 of principal ~~balance~~less debt discount of ~~$1,600,676 and aggregate~~$455,969, $122,111 of accrued interest ~~of $100,503~~and $2,557,373 related to the separated ECOs accounted for as derivative liabilities) for an aggregate of ~~1,579,032~~9,634,376 shares of the Company’s common stock at conversion prices ranging from ~~$0.83~~$0.11 to ~~$2.38~~$0.43 per share. The common stock had an aggregate exchange date value of ~~$3,548,942~~$4,739,017 and, as a result, the Company recorded a loss on extinguishment of notes payable of ~~$77,132. As a result of the exchanges, an aggregate of $1,826,304 and $55,673 of the related ECOs and debt discounts were extinguished, respectively.~~$483,179. See Note 8 – Derivative Liabilities for additional details.

During the nine months ended September 30, 2018, the Company elected to convert certain convertible notes with an aggregate principal balance of $105,000 and aggregate accrued interest of $5,637 into an aggregate of 97,424 shares of the Company’s common stock at conversion prices ranging from $0.82 to $2.02 per share.

~~During the nine months ended September 30, 2018,~~2019, the Company repaid an aggregate principal amount of ~~$403,280~~$3,484,105 of convertible notes payable, ~~$21,625~~$209,486 of the respective aggregate accrued interest and an aggregate of ~~$81,709~~$813,730 of prepayment premiums. As a result of the repayments, the Company recorded a loss on extinguishment of notes payable of ~~$106,682~~$1,242,669 and an aggregate of ~~$24,973~~$428,939 of the related debt discounts were extinguished.

During the nine months ended September 30, ~~2018, the Company and~~2019, a certain lenders agreed to multiple extensions of the maturity dates of notes payable with an aggregate principal balance of $681,445 from maturity dates ranging between December 2017 to July 2018 to new maturity dates ranging from April 2018 to September 2018. In consideration of the extensions, the Company issued a lender 4,500 shares of the Company’s common stock. The issuance date fair value of the common stock of $9,000 was recorded as debt discount and is being amortized over the term of the note. See below within this Note 5 – Notes Payable – Conversions, Exchanges and Other and Note – 8 Derivative Liabilities for additional details regarding the ECOs of the convertible notes. As of September 30, 2018, there were $80,000 of convertible notes payable past due.

~~During the nine months ended September 30, 2018, a~~ lender to the Company acquired ~~three convertible~~a promissory ~~notes~~note (classified in Other Notes) issued by the Company in the ~~aggregate~~ outstanding amount of ~~$407,295~~$148,014 (inclusive of accrued interest reclassified to principal of ~~$7,782)~~$23,013) from a ~~different~~certain lender to the Company. The Company exchanged the acquired ~~notes~~note for a new convertible ~~notes~~note in the ~~aggregate~~ principal amount of ~~$407,295~~$148,014 which ~~accrue~~accrues interest at a rate of 8%12% per annum, payable on the maturity date ~~of August 30, 2019. Additionally, the conversion terms~~in March 2020. The ECO of the acquired notes were modified such that the new notes are convertible, at the option of holder, into shares of common stock of the Company at a conversion price equal to the greater of (a) 65% (previously 80%) of fair value of the Company’s common stock or (b) $0.10 per share (previously $1.00 per share). The ECOs of the notes werenote was subject to sequencing and ~~their~~the issuance date fair value of ~~$260,377~~$84,798 was accounted for as a derivative liability ~~(See~~(see Note 8 – Derivative Liabilities for additional details). Since the fair value of the new ECO exceeded 10% of the principal amount of the new ~~notes,~~note, the note ~~exchanges were~~exchange was accounted for as ~~extinguishments,~~an extinguishment, and accordingly the Company recognized a net loss on extinguishment of ~~$58,942~~$90,994 in connection with the derecognition of the net carrying amount of ~~$608,730~~$141,818 of the extinguished debt ~~($407,295 of aggregate principal and interest and the derivative liability carrying value of their ECOs of an aggregate of $201,435)~~ and the issuance of the new convertible notes in the aggregate principal amount ~~$407,295~~$148,014 plus the fair value of the new note’s ECO of an aggregate of $84,798.

During the nine months ended September 30, 2019, the Company and certain lenders agreed to extend or further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $678,102 from maturity dates ranging from June 2019 to July 2019 to new maturity dates ranging from July 2019 to July 2020. In consideration of the extensions of certain convertible notes with an aggregate principal balance of $650,000, the Company modified the conversion terms of the lenders’ notes to provide for a mandatory conversion into common stock of the Company and a five-year warrant to purchase common stock of the Company in the same ratio upon the completion of an underwritten public offering by the Company of its securities, whereby, the conversion price shall be equal to the lower of the respective original conversion terms, or 75% of the offering price for the shares of common stock of the Company, or units of shares of common stock of the Company and warrants, as the case may be, sold pursuant to the public offering. Since the fair value of the new ECO exceeded 10% of the carrying amount of the debt, the note extensions were accounted for as extinguishments, and accordingly the Company recognized an aggregate net loss on extinguishment of $329,310 in connection with the derecognition of the net carrying amount of the extinguished debt of $702,387 (inclusive of $650,000 of principal and $52,387 of accrued interest) and the issuance of the new convertible notes in the same amount, plus the fair value of the new notes’ ECOs of an aggregate of ~~$260,377.~~

During the nine months ended September 30, 2018, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $2,199,136, of which $1,938,759 was recorded as a debt discount and is being amortized over the terms of the respective convertible notes and $260,377 was recognized as part of an extinguishment loss as described above.$329,310. See Note 89 – ~~Derivative Liabilities for additional details.~~

During the nine months ended September 30, 2018 and 2017, the contingently adjustable non-bifurcated, beneficial conversion features associated with certain convertible notes were resolved and such notes became convertible during the period. The Company estimated the intrinsic value of the beneficial conversion features based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the adjusted conversion price embedded in the convertible note. During the nine months ended September 30, 2018 and 2017, the Company recognized $69,394 and $10,596, respectively, related to the beneficial conversion feature as debt discount which was immediately amortized.Subsequent Events.

During the nine months ended September 30, 2018, the Company issued a lender three-month notes payable in the aggregate principal amount of $128,000, which bear no interest, for aggregate cash proceeds of $110,000. The $18,000 difference was recorded as debt discount and is being amortized over the terms of the respective notes. In connection with the issuances of the promissory notes, the Company issued the lender an aggregate of 6,500 shares of the Company’s common stock. The issuance date fair value of the common stock of $9,627 was recorded as debt discount and is being amortized over the terms of the respective notes.

~~During the nine months ended September 30, 2018,~~October 2019, the Company and certain lenders agreed to ~~exchange~~further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of ~~$542,760 and aggregate accrued interest of $12,064 for an aggregate of 451,493 shares of the Company’s common stock at prices ranging~~$150,000 from ~~$1.00~~maturity dates in September 2019 to ~~$1.50 per share. The common stock had an aggregate exchange date value of $677,239 and, as a result, the Company recorded a loss on extinguishment of notes payable of $122,415.~~new maturity dates in October 2019, effective September 30, 2019.

During the nine months ended September 30, ~~2018,~~2019, the Company and a certain ~~lenders~~lender agreed to ~~multiple extensions~~an extension of the maturity ~~dates~~date of ~~notes~~a certain note payable with ~~an aggregate~~a principal balance of ~~$1,309,747~~$125,000 from a maturity ~~dates ranging between December 2017~~date in January 2019 to ~~October 2018 to~~a new maturity ~~dates ranging from March 2018 to January~~date in December 2019. In consideration of the ~~extensions,~~extension, the Company issued ~~certain lenders an aggregate of 35,000~~the lender 10,000 shares of the Company’s common stock. The ~~aggregate~~ issuance date fair value of the common stock of ~~$60,000~~$7,052 was recorded as debt discount and is being amortized over the ~~terms~~remaining term of the ~~respective notes. Additionally,~~note.

During the nine months ended September 30, 2019, a convertible promissory note in ~~connection~~the principal amount of $148,014 was issued concurrently with the extinguishment of a certain ~~extension,~~other note payable in the Company increased the stated rate at which the note bears interest, from 0% to 8% per annum, effective June 2018. As of September 30, 2018, the only note that was past due was a convertible note and is referencedsame principal amount. See above within Note 5 – Notes Payable – Convertible ~~Notes.~~Notes – Conversions, Exchanges and Other for additional details.

During the nine months ended September 30, 2019, the Company partially repaid a certain promissory note in the principal amount of $7,500.

In January ~~2018, a February 2011~~2019, an agreement for business advisory services that had expired on December 31, ~~2017~~2018 was further ~~amended. Pursuant to the amendment, the agreement was reinstated effective as of January 1, 2018~~extended and now provides for an expiration date of December 31, ~~2018.~~2019. In consideration of the extension of the term of the consulting agreement, the Company issued to the consultant ana five-year, immediately vested ~~five-year~~ warrant for the purchase of ~~30,000~~100,000 shares of the Company’s common stock ~~of the Company~~ at an exercise price of ~~$4.00~~$1.00 per share. The ~~aggregate~~ grant date value of the warrant of ~~$48,192~~$56,000 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the unaudited condensed consolidated financial statements. ~~Concurrently, the Company and the consultant agreed to exchange $38,000 of accrued consulting fees for 19,000 shares of common stock of the Company and a two-year~~The warrant ~~for the purchase of 4,750 shares of common stock of the Company at an exercise price of $4.00 per share, whose combined value is consistent with the carrying value of the liabilities being satisfied.~~

On July 10, 2018, as further amended on August 22, 2018, the Company entered into consulting agreement with a consultant for services through December 31, 2018. In consideration of the consulting services, the Company issued the consultant convertible notes in the aggregate principal amount of $170,000 which will be earned and recognized ratably over their respective consulting agreement term. As of September 30, 2018, the Company has recorded an aggregate $131,935 of marketing and promotion expense for services rendered with a corresponding credit to notes payable. The notes mature at dates between January 2019 and February 2019 and bear interest at the rate of 10% per annum, payable at maturity. Pursuant to the notes, the holder has the right, from time to time following the respective issue date, at its election, to convert all or part of the outstanding and earned principal and accrued interest into shares of common stock of the Company, at a price equal to the greater of (a) $0.10 per share, or (b) the lesser of (i) $1.75 per share and (ii) 65% of the fair market value of the Company’s common stock, as defined. The Company may prepay the notes prior to the maturity date provided the principal is prepaid in full, plus interest, plus a prepayment premium of 25% on the principal.

In July 2018, the Company and a consultant agreed to further extend a previously expired consulting agreement from May 2018 to December 2018. In consideration of the extension of the term of the consulting agreement, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 35,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate grant date value of the warrant of $43,106 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the unaudited condensed consolidated financial statements.

In July 2018, the Company entered into an agreement with a consultant to serve as a member of its Scientific Advisory Board and provide advice and guidance in connection with scientific matters relating to the Company’s business. The agreement will continue until terminated by either party for any reason upon ten days written notice. In connection with the agreement, the Company issued the advisor a five-year option to purchase up to 25,000 shares of the Company’s common stock at an exercise price of $1.70 per share. The options vest as follows: (i) 12,500 vest immediately and (ii) 12,500 vest on the one-year anniversary of the grant date. The option was subject to the Company’s sequencing policy and, as a result, ~~the grant date fair value of the option of $35,400~~ was ~~immediately recognized as stock based-compensation expense and~~originally recorded as a derivative liability. See Note 8 – Derivative Liabilities for additional details. In addition, on each one-year anniversary of the agreement date (as long as the consultant remains engaged), options to purchase an additional 5,000 shares are to be granted to the consultant which shall be exercisable for a period of five years from the respective dates of grant at exercise prices equal to the fair market value of the Company’s common stock.

~~Rent~~The Company is a party to a lease for 6,800 square feet of space located in Melville, New York (the “Melville Lease”) with respect to its corporate and laboratory operations. The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option of the Company for a period of five years) and calls for an annual base rental during the initial term ranging between $132,600 and $149,260. In June 2019, the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor whereby the five-year extension term will commence on January 1, 2020 with annual base rent ranging between $153,748 and $173,060.

The Company’s rent expense amounted to approximately $20,000 and $74,000 for the three and nine months ended September 30, 2019, respectively. The Company’s rent expense amounted to approximately $31,000 and $92,000 for the three and nine months ended September 30, 2018, respectively. Rent expense ~~amounted to approximately $32,000~~is reflected in general and ~~$96,000 for~~administrative expenses and research and development expenses in the ~~three and nine months ended September 30, 2017, respectively.~~unaudited condensed consolidated statements of operations.

In the normal course of business, the Company may be involved in legal proceedings, claims ~~and~~or assessments arising infrom the ordinary course of business, and as of September 30, ~~2018,~~2019, none are expected to materially impact the Company’s financial position.

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

In January 2018, the Company entered into an employment agreement with its new Senior Vice President of Planning and Business Development (the “Senior VP”). Pursuant to the employment agreement, in the event of the termination of the Senior VP’s employment by the Company without “cause” or the resignation by the Senior VP for “good reason” (each as defined in the employment agreement), the Senior VP would be entitled to receive severance in an amount equal to three months of his then annual base salary. See Note 9 – Subsequent Events for details regarding the Senior VP’s resignation.

In March 2018, the Company and its CEO agreed to an extension of the expiration date of his employment agreement from June 30, 2018 to December 31, 2019. In connection with the extension, the CEO is entitled to new performance-based cash bonuses payable for the years ending December 31, 2018 and 2019, such that an aggregate of up to 50% of the CEO’s then annual base salary per annum could be earned for such year pursuant to the satisfaction of such goals.

As of September 30, 2018 and December 31, 2017, the Company accrued approximately $68,000 and $87,000, respectively, for 2016 bonus milestones which were achieved but remain unpaid. In May 2018, the Company’s Compensation Committee and Board of Directors, respectively, approved the new performance-based cash bonuses payable for the year ending December 31, 2018 for certain of the Company’s officers and employees, such that together with the CEO, an aggregate of up to $400,938 could be earned for 2018 pursuant to the satisfaction of such goals. As of September 30, 2018, the Company accrued approximately $178,000 for 2018 bonus milestones which were probable to be achieved.

As of December 31, 2018, the Company had remaining accruals of approximately $91,000 for bonus milestones that were achieved in prior years and remained unpaid. As of September 30, 2019, the remaining accruals for bonus milestones achieved in prior years had been paid in full. In April 2019, the Company’s Compensation Committee and Board of Directors approved performance goals associated with cash bonuses payable to certain officers for the year ending December 31, 2019 and, as a result, the Company accrued $39,114 for 2019 cash bonuses as of September 30, 2019 which were probable to be achieved.

In July 2019, the Company entered into a securities purchase agreement (the “Arena Purchase Agreement”) with Arena Investors LP (“Arena”) pursuant to which Arena had agreed to acquire 5,500,000 shares of Series A preferred stock, par value $0.01 per share, of the Company, a warrant for the purchase of 6,000,000 shares of common stock, par value $0.001 per share, of the Company and a convertible promissory note of the Company in the principal amount of $500,000, in consideration of a payment by Arena to the Company of an aggregate of $5,400,000. The closing of the Arena Purchase Agreement was subject to, among other things, approval by the shareholders of the Company of the Arena Purchase Agreement (which was obtained in August 2019) and the transactions contemplated thereby, the concurrent execution of an underwriting agreement with regard to the Public Offering and approval by the Nasdaq Stock Market of the Company’s pending listing application with respect to its shares of common stock. The Arena Purchase Agreement provided that it could be terminated by either party if the closing did not occur by October 31, 2019. On November 1, 2019, the Arena Purchase Agreement was terminated.

In March 2019, the Board of Directors of the Company approved an increase in the number of authorized shares of common stock to 150,000,000, subject to shareholder approval. Additionally, the Board of Directors approved an increase in the number of authorized shares issuable under the Company’s 2010 Equity Participation Plan to 20,000,000, subject to shareholder approval. In May 2019, such shareholder approval was obtained.

In March 2019, the Board of Directors determined to submit to the Company’s shareholders for their approval amendments to the Certificate of Incorporation of the Company (with the Board of Directors having the authority to select and file one such amendment) to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-20, with the Board of Directors having the discretion as to whether or not the reverse stock split is to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board of Directors in its discretion. Concurrently, the Board of Directors determined to submit to the Company’s shareholders for their approval a proposal to authorize the Board of Directors, in the event the reverse stock split proposal is approved by the shareholders, in its discretion, to reduce the number of authorized shares of common stock in proportion to the percentage decrease in the number of outstanding shares of common stock resulting from the reverse split (or a lesser decrease in authorized shares of common stock as determined by the Board of Directors in its discretion). In May 2019, the Company’s shareholders approved the foregoing proposals.

See Note 9 – Subsequent Events regarding the approval by the Board of Directors and shareholders of an increase in the number of authorized shares of common stock to 300,000,000, as well as the grant to the Board of Directors of authority to adopt an amendment to the Certificate of Incorporation of the Company to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-100.

During the nine months ended September 30, 2019, the Company issued 75,000 shares of immediately vested common stock valued at $30,000 to a consultant for services rendered.

The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate ranging from 0% to 5% for options granted during the nine months ended September 30, 2018 and 2017. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

During the nine months ended September 30, ~~2018,~~2019, the Company issued an aggregate of ~~70,000~~2,191,111 shares of ~~the Company’s~~ common stock ~~and~~of the Company, five-year immediately vested warrants to purchase an aggregate of ~~70,000~~1,135,556 shares of ~~the Company’s~~ common stock of the Company at exercise prices ranging from $0.85 per share to $1.00 per share and one-year immediately vested warrants to purchase an aggregate of 1,055,555 shares of common stock of the Company at an exercise price of ~~$3.50~~$0.70 per share to certain investors for aggregate gross proceeds of ~~$175,000.~~$1,156,000. The warrants had an aggregate ~~issuance~~grant date fair value of ~~$87,300, of which $75,000 was~~$899,689. The warrants were subject to the Company’s sequencing policy and, as a result, were initially recorded as derivative ~~liabilities in connection with the Company’s sequencing policy.~~liabilities. See Note 8 – Derivative Liabilities for additional details.

During the three and nine months ended September 30, 2018, the Company issued 35,000 shares of immediately vested common stock valued at $52,500 to a consultant for services rendered. During the three and nine months ended September 30, 2017, the Company issued 10,000 shares of immediately vested common stock valued at $20,000 to a consultant for services rendered. Also see Note 9 – Subsequent Events.

See Note 6 -– Commitments and ~~Contingencies~~Contingences for additional details associated with the issuance of ~~common stock and warrants~~a warrant in connection with a consulting agreement ~~extensions.~~extension.

The Company recorded stock–based compensation expense of ~~$43,105~~$0 and ~~$91,297~~$56,000 for the three and nine months ended September 30, ~~2018,~~2019, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the unaudited condensed consolidated statements of operations. For the three and nine months ended September 30, ~~2017,~~2018, the Company recorded stock–based compensation expense of ~~$40,275~~$43,105 and ~~$111,478,~~$91,297 respectively, related to stock warrants issued as compensation.

During the nine months ended September 30, 2018, the Company issued an aggregate of 207,084 shares of the Company’s common stock pursuant to the exercise of warrants for aggregate gross proceeds of $414,168. The shares were issued pursuant to a warrant repricing program under which the exercise price for certain outstanding and exercisable warrants for the purchase of shares of common stock of the Company was reduced to $2.00 per share (reduced from exercise prices ranging from $4.00 to $5.00 per share). The warrants were exercised over a limited period of time. In connection with the share issuances, the Company issued to the purchasers of such shares additional two-year warrants for the purchase of an aggregate of 51,771 shares of common stock of the Company at an exercise price of $4.00 per share. The Company did not recognize a warrant modification charge as there was no incremental value of the modified warrants and additional warrants issued as compared to the original warrants, both valued as of the respective modification dates.

During the nine months ended September 30, 2018, the Company reduced the exercise price and extend the expiration date of a certain warrant held by an investor for the purchase of 10,000 shares of common stock of the Company. The exercise price of the warrant was reduced from an exercise price of $5.00 per share to $4.00 per share and the expiration date of the warrant was extended from an expiration date in May 2021 to a new expiration date in May 2023. The Company recognized a warrant modification charge of $3,100, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates which is reflected in warrant modification expense in the unaudited condensed consolidated statement of operations.

In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions:

The weighted average estimated fair value of the warrants granted during the three and nine months ended September 30, 2019 was approximately $0.28 and $0.41 per share, respectively. The weighted average estimated fair value of the warrants granted during the three and nine months ended September 30, 2018 was approximately $1.24 and $1.23 per share, respectively. ~~The weighted average estimated fair value of the warrants granted during the three and nine months ended September 30, 2017 was approximately $1.54 and $1.60 per share, respectively.~~

~~A summary of the warrant activity during the nine months ended September 30, 2018 is presented below:~~

~~The following table presents information related to stock warrants at September 30, 2018:~~

A summary of the warrant activity during the nine months ended September 30, 2019 is presented below:

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions:

The weighted average estimated fair value of the stock options granted during the three and nine months ended September 30, 2019 was approximately $0.25 and $0.36 per share, respectively. The weighted average estimated fair value of the stock options granted during the three and nine months ended September 30, 2018 was approximately $1.42 and $2.92 per share, respectively. ~~The weighted average estimated fair value of the stock options granted during the three and nine months ended September 30, 2017 was approximately $2.54 and $2.75 per share, respectively.~~

In January 2018, the Company granted a ten-year option to a consultant of the Company to purchase 10,000 shares of the Company’s common stock at an exercise price of $3.20 per share. The options vest ratably over three years on the issuance date anniversaries. The option had an aggregate grant date value of $33,700. During the three months ended March 31, 2018, the option was forfeited in connection with the consultant’s termination and accordingly, no expense related to the option was recognized.

In January 2018, the Company granted the Senior VP a ten-year option to purchase 500,000 shares of the Company’s common stock at an exercise price of $3.40 per share. The option grant provided for vesting based upon the achievement of a certain performance condition. The grant date value of the option was $1,491,300, which is recognizable to the extent such milestone is deemed probable to occur. See Note 9 – Subsequent Events for additional details regarding the Senior VP’s resignation.

See Note 6 - Commitments and Contingencies for details associated with the issuance of a stock option in connection with the Company entering into an agreement with a consultant to serve as a member of its Scientific Advisory Board.

~~A summary of the option activity during the nine months ended September 30, 2018 is presented below:~~

~~Note 7 – Stockholders’ Deficiency – Continued~~In January 2019, the Company issued the Chairman of the Disc Committee of its Scientific Advisory Board (the “Disc Committee Chairman”) a ten-year option to purchase up to 70,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The options vest ratably over three years on the issuance date anniversaries. The grant date value of the option of $44,247 will be recognized over the expected vesting period as consulting expense in the unaudited condensed consolidated statements of operations.

~~Stock Options~~ ~~- Continued~~In March 2019, the Board of Directors reduced the exercise price of outstanding stock options for the purchase of an aggregate of 4,631,700 shares of common stock of the Company (with exercise prices ranging between $1.00 and $4.70 per share) to $0.75 per share, which was the closing price for the Company’s common stock on the day prior to determination, as reported by the OTCQB market. The exercise price reduction related to options held by, among others, the Company’s officers, directors, advisors and employees. The incremental value of the modified options compared to the original options, both valued as of the respective modification date, of $452,637 is being recognized over the vesting term of the options, which will be reflected as consulting, research and development, and general and administrative expenses in the amounts of $187,861, $56,856 and $207,920, respectively, in the unaudited condensed consolidated statements of operations.

In August 2019, the Company issued the Disc Committee Chairman an immediately vested ten-year option to purchase up to 175,000 shares of the Company’s common stock at an exercise price of $0.26 per share. The grant date value of the option of $43,141 was immediately recognized as consulting expense in the unaudited condensed consolidated statements of operations.

A summary of the option activity during the nine months ended September 30, 2019 is presented below:

The following table presents information related to stock options at September 30, ~~2018:~~2019:

The Company has filed a registration statement with the Securities and Exchange Commission with regard to the contemplated public offering of its equity securities. The registration statement has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The contemplated public offering of the Company’s securities will be made only by means of a prospectus. No assurances can be given that the contemplated public offering will be completed on reasonable terms or otherwise.

The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis:

In applying the Multinomial Lattice and Black-Scholes option pricing models to derivatives issued and outstanding during the three and nine months ended September 30, 2019 and 2018, the Company used the following assumptions:

During the nine months ended September 30, 2019, the Company recorded new derivative liabilities in the aggregate amounts of $4,135,200 and $1,059,889 related to the ECOs of certain convertible notes payable and warrants subject to sequencing, respectively. See Note 5 – Notes Payable – Convertible Notes for additional details. See Note 6 – Commitments and Contingencies and Note 7 – Stockholders’ Deficiency for warrants issued and deemed to be derivative liabilities.

In applying the Multinomial Lattice and Black-Scholes option pricing models to derivatives issued and outstanding during the nine months ended September 30, 2018, the Company used the following assumptions:

During the nine months ended September 30, 2018, the Company recorded new derivative liabilities in the aggregate amount of $2,199,136, $75,000 and $35,400 related to the ECOs of certain convertible notes payable, warrants and stock options effected by sequencing, respectively. See Note 5 – Notes Payable – Convertible Notes and Other Notes for additional details. See Note 6 – Commitments and Contingencies for a stock option issued and deemed to be a derivative liability. See Note 7 – Stockholders’ Deficiency for warrants issued and deemed to be derivative liabilities.

~~During the nine months ended September 30, 2018,~~2019, the Company extinguished an aggregate of ~~$2,027,739~~$2,557,373 of derivative liabilities in connection with repayments ~~conversions~~ and exchanges of certain convertible notes payable into shares of the Company’s common stock. See Note 5 – Notes Payable – Convertible Notes ~~and Other Notes~~ for additional details.

During the nine months ended September 30, ~~2018,~~2019, the Company reclassified an aggregate of ~~$105,187~~$2,809,565 of derivative liabilities to equity as a result of a change in the sequencing status.

On September 30, ~~2018,~~2019, the Company recomputed the fair value of ECOs recorded as derivative liabilities to be ~~$760,821.~~$1,142,942. The Company recorded a loss on the change in fair value of these derivative liabilities of ~~$579,772~~$145,238 and ~~$558,552~~$584,840 for the three and nine months ended September 30, ~~2018,~~2019, respectively.

On September 30, ~~2018,~~2019, the Company recomputed the fair value of the derivative liabilities related to outstanding warrants to be ~~$152,017.~~$48,166. These warrants are either redeemable for cash equal to the Black-Scholes value, as defined, at the election of the warrant holder upon a fundamental transaction pursuant to the warrant terms or were issued subsequent to the commencement of sequencing. The Company recorded a ~~loss on the change in fair value of these derivative liabilities of $33,831 during the three months ended September 30, 2018 and a~~ gain on the change in fair value of these derivative liabilities of ~~$2,997 during the nine months ended September 30, 2018.~~

On September 30, 2018, the Company recomputed the fair value of the derivative liabilities related to an outstanding consultant stock option to be $37,119. The stock option was issued subsequent to the commencement of sequencing. The Company recorded a loss on the change in fair value of these derivative liabilities of $1,719 during$80,201 and $316,490 for the three and nine months ended September 30, ~~2018.~~2019, respectively.

In October 2018, the Senior VP resigned from the Company (the “Former Senior VP”). The Former Senior VP is entitled to any accrued unpaid salary and unused vacation days as well as any accrued unpaid bonus that may be payable to him through his termination date pursuant to his employment agreement. Additionally, the Former Senior VP’s unvested option to purchase 500,000 shares was forfeited as of the termination date.

In October 2018, the Company entered into an employment agreement with its new Executive Vice President and Chief Strategy Officer (the “Executive VP”). Pursuant to the employment agreement, in the event of the termination of the Executive VP’s employment by the Company without cause or the resignation by the Executive VP for good reason (each as defined in the employment agreement) the Executive VP would be entitled to receive severance in an amount equal to six months of his then annual base salary. Additionally, in connection with the employment agreement, the Executive VP was granted a ten-year option to purchase up to 500,000 shares of the Company’s common stock at an exercise price of $1.42 per share. The option vests as follows: (i) 100,000 options vested immediately, (ii) 150,000 options vest upon the earlier of (a) the achievement of a certain performance condition or (b) the first anniversary of the issuance date, and (iii) 250,000 options vest on the second anniversary of the date of grant. The grant date value of the option will be recognized over the respective expected vesting period.

In October 2018, the Company entered into an agreement with a consultant to serve as Chairman of the Disc Committee of its Scientific Advisory Board (the “Disc Committee Chairman”) and provide advice and guidance in connection with scientific matters relating to the Company’s business. The agreement will continue until terminated by either party for any reason upon thirty days written notice. In connection with the agreement, the Company issued the Disc Committee Chairman a ten-year option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $1.80 per share. The option vests as follows: (i) 25,000 vest immediately and (ii) 50,000 vest upon the achievement of certain performance conditions. The grant date value of the option will be recognized over the respective expected vesting period.

Subsequent to September 30, ~~2018,~~2019, the Board of Directors of the Company approved an increase in the number of authorized shares of common stock to 300,000,000, subject to shareholder approval. On November 13, 2019, such shareholder approval was obtained and the Company filed an amendment to its Certificate of Incorporation to increase its authorized common stock to 300,000,000 shares.

Subsequent to September 30, 2019, the Board of Directors determined to submit to the Company’s shareholders for their approval, amendments to the Certificate of Incorporation of the Company (with the Board of Directors having the authority to select and file one such amendment) to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-100, with the Board of Directors having the discretion as to whether or not the reverse stock split is to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board of Directors in its discretion. On November 13, 2019, such shareholder approval was obtained.

Subsequent to September 30, 2019, the Company issued ~~ten-year options to employees, directors and Scientific Advisory Board members~~3,333,333 shares of common stock of the Company toand a five-year immediately vested warrant for the purchase ~~an aggregate~~ of ~~995,000~~3,333,333 shares of common stock of the Company at an exercise price of ~~$1.23~~$0.20 per ~~share. The options vest as follows: (i) 216,667 options vested immediately, (ii) 331,671 options vest on the one-year anniversary~~share to an investor for gross proceeds of $500,000. In consideration of the ~~respective issuance date, (iii) 331,666 options vest on~~purchase, the ~~two-year anniversary~~parties agreed to reduce the exercise prices of an aggregate of 2,111,111 outstanding warrants previously issued to the ~~respective issuance date,~~investor with original exercise prices of $0.70 and ~~(iv) 114,996 options vest on the three-year anniversary~~$0.85 per share to an exercise price of ~~the respective issuance date. The grant date value~~$0.15 per share and extend certain expiration dates of ~~the options will be recognized over the respective expected vesting period.~~such outstanding warrants from dates between February 2020 and May 2020 to new expiration dates between February 2024 and May 2024.

Subsequent to September 30, ~~2018,~~2019, the Company issued convertible promissory notes in the aggregate principal amount of $150,000 to certain related parties. The convertible notes bear interest at a ~~consultant an immediately vested five-year warrant for~~rate of 12% per annum, payable at maturity, with original maturity dates ranging from April 2020 to May 2020. The notes and the ~~purchase of 75,000 shares of common stock~~respective accrued interest are convertible at the election of the ~~Company~~holder at ~~an exercise~~any time at a conversion price equal to 60% of ~~$2.00 per share for services rendered. The aggregate grant date~~the fair value of the ~~warrant will be recognized immediately as stock-based compensation expense.~~Company’s common stock.

Subsequent to September 30, 2019, the Company repaid a related party note in the principal amount of $25,000 and $3,164 of accrued interest.

Subsequent to September 30, ~~2018, in consideration of consulting services to be performed, the Company issued the consultant a convertible note in the principal amount of $90,000. The note matures in April~~ 2019, and bears interest at the rate of 10% per annum, payable at maturity. Pursuant to the note, the holder has the right, at its election, at certain times, to convert all or part of the outstanding and earned principal and accrued interest into shares of common stock of the Company at a price generally equal to the lesser of (i) $1.27 per share or (ii) 65% of the fair market value of the Company’s common stock. The Company may prepay the note prior to the maturity date provided the principal is prepaid in full, plus interest, plus a prepayment premium of 25% on the principal.

~~Subsequent to September 30, 2018, in addition to the convertible note described above,~~ the Company issued convertible promissory notes in the aggregate principal amount of ~~$1,230,000~~$1,144,500 to certain lenders for aggregate cash proceeds of ~~$1,138,980.~~$1,038,625. The difference of $105,875 was recorded as a debt discount and will be amortized over the terms of the respective notes. The convertible notes bear interest at a rate of 12% per annum, payable at maturity, with original maturity dates ranging ~~between April 2019~~from May 2020 to October ~~2019.~~2020. The ~~convertible~~ notes are convertible as follows: (i) ~~$880,000~~$921,500 of aggregate ~~principal~~convertible notes and the respective accrued interest isare convertible into shares of the ~~Company's~~Company’s common stock at the election of the holder after the 180th day following the issue date at a conversion price equal to the lower of the closing price on the issuance date or generally 58% of the fair value of the ~~Company's~~Company’s common ~~stock and~~stock; (ii) ~~$350,000~~$55,000 of ~~principal~~convertible notes and the respective accrued interest isare convertible into shares of the Company’s common stock at the election of the holder ~~at any time immediately on or~~ after the 180^th day following the issue date ~~until~~at a conversion price generally equal to 58% of the ~~balance has been paid in full~~fair value of the Company’s common stock, and (iii) $168,000 of aggregate convertible notes are convertible at a fixed price ranging from $0.25 to $1.00 per share for the first six months following the respective issue date, and thereafter at a conversion price equal to 58% of the fair value of the ~~Company's common stock.~~Company’s stock, subject to adjustment, until the respective note has been paid in full. In connection with the ~~issuances~~issuance of a certain convertible promissory ~~notes in the aggregate principal amount of $635,000,~~note, the Company issued to ~~certain lenders an aggregate~~the lender a warrant for the purchase of ~~24,916~~100,000 shares of the Company’s common ~~stock of the Company. The issuance date fair value of the common stock will be recorded as a debt discount and will be amortized over the terms of the respective notes.~~stock. In the event that the Company elects to prepay ~~any of the respective~~certain notes during the ~~first ninety-day~~180-day period following the issue date, the holder is entitled to receive a prepayment premium of up to 35%, depending on the note, of the then outstanding principal balance plus accrued interest. In the event that the Company elects to prepay any of the notes during the second ninety-day period following the issue date, the holder is entitled to receive a prepayment premium up to 40%, depending on the note, of the then outstanding principal balance plus accrued interest. Of the aforementioned note issuances, a certain note in the principal amount of $55,000 may be redeemed, in cash, at a premium of 35% of the then outstanding principal and balance and accrued interest during the period between 150 days to 179 days following the respective issuance date.

Subsequent to September 30, ~~2018,~~2019, the Company and certain lenders agreed to exchange an aggregate principal amount of ~~$1,211,422~~$236,062 and aggregate accrued interest of ~~$91,601~~$14,510 of certain convertible notes payable for an aggregate of ~~1,707,181~~3,710,440 shares of the Company’s common stock at exchange prices ranging ~~from $0.59~~between $0.05 to ~~$1.01~~$0.12 per share.

Subsequent to September 30, ~~2018,~~2019, the Company repaid an aggregate principal amount of ~~$135,022~~$1,275,000 of convertible notes payable ~~$6,749~~and $109,038 of the respective aggregate accrued interest.

Subsequent to September 30, 2019, the Company and a certain lender agreed to extend the maturity date of a certain convertible promissory note with a principal balance of $91,539 from January 2020 to July 2020. In consideration of the extension, the parties agreed to reduce the conversion price floor of the note from $0.10 per share to $0.01 per share.

Subsequent to September 30, 2019, the Company issued a lender a note payable in the principal amount of $175,000. The note bears interest ~~and~~at a rate of 15% per annum, payable at maturity, with an ~~aggregate of $49,620 of prepayment premiums.~~original maturity date in November 2019.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the results of operations and financial condition of BioRestorative Therapies, Inc. (together with its subsidiary, “BRT”) for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to BRT. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Future Results and Financial Condition”) of our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 filed with the Securities and Exchange Commission (the “SEC”) on ~~April 2, 2018.~~March 29, 2019.

Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

This Quarterly Report on Form 10-Q includes references to our federally registered trademarks, BioRestorative Therapies, ~~BRTX,~~the Dragonfly Logo, brtxDISC, ThermoStem Stem Cellutrition Stem Pearls and Stem ~~Pearls.~~the Tides of Time. The Dragonfly Logo is also registered with the U.S. Copyright Office. This Quarterly Report on Form 10-Q may also include references to trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q appear without the ®, SM or ™ symbols, and copyrighted content appears without the use of the symbol ©, but the absence of use of these symbols does not reflect upon the validity or enforceability of the intellectual property owned by us or third parties.

We develop therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult (non-embryonic) stem cells. We are currently pursuing ourDisc/Spine Program with our ~~initial therapeutic product~~lead cell therapy candidate being calledBRTX-100. ~~In January 2017 we announced that we had~~We submitted an IND application to the FDA to obtain authorization to commence a Phase 2 clinical trial ~~using our lead cell therapy candidate,~~~~BRTX-100~~~~, to investigate~~investigating the use ofBRTX-100 in the ~~candidate in treating~~treatment of chronic lower back pain ~~due to~~arising from degenerative disc ~~disease related to painful lumbosacral disc disorders. In February 2017, we~~disease. We have received such authorization from the FDA. We intend to commence such clinical trial ~~related activities~~ during the ~~second~~first quarter of ~~2019~~2020 (assuming the receipt of necessary funding). We have obtained a license to utilize or sublicense a method for the hypoxic (low oxygen) culturing of cells for use ~~technology for adult stem cell treatment of~~in treating disc and spine ~~conditions.~~conditions, including protruding and bulging lumbar discs. The technology is an advanced stem cell injection procedure that may offer relief from lower back pain, buttock and leg pain, and numbness and tingling in the ~~legs~~leg and ~~feet.~~foot. We are also developing our ThermoStem Program. This pre-clinical program involves the use of brown adipose (fat) in connection with the cell-based treatment of type 2 diabetes and obesity as well as hypertension, other metabolic disorders and cardiac deficiencies. A United States ~~patent~~patents related to theThermoStem Program ~~was~~ were issued in September 2015 anand January 2019, Australian ~~patent~~patents related to theThermoStem Program ~~was~~ were issued in ~~August~~April 2017 and October 2019, a Japanese patent related to theThermoStem Program was issued in December ~~2017.~~2017 and an Israeli patent related to theThermoStem Program was issued in October 2019.

We have licensed a patented curved needle device that is a needle system designed to deliver cells and/or other therapeutic products or materials to the spine and discs or other potential sites.

Our offices are located in Melville, New York where we have established a laboratory facility in order to increase our capabilities for the further development of possible cellular-based treatments, products and protocols, stem cell-related intellectual property and translational research applications.

As of September 30, ~~2018,~~2019, our accumulated deficit was ~~$60,351,797,~~$77,019,591, our stockholders’ deficiency was ~~$8,938,147~~$12,428,533 and our working capital deficiency was ~~$8,741,382.~~$13,514,377. We have historically only generated a modest amount of revenue, and our losses have principally been operating expenses incurred in research and development, marketing and promotional activities in order to commercialize our products and services, plus costs associated with meeting the requirements of being a public company. We expect to continue to incur substantial costs for these activities over at least the next year. These conditions indicate that there is substantial doubt about our ability to continue as a going concern within one year after the financial statement issuance date.

Based upon our working capital deficiency as of September 30, ~~2018,~~2019, and our forecast for continued operating losses, we require equity and/or debt financing to continue our operations. As of September 30, ~~2018,~~2019, our outstanding debt of ~~$4,929,117,~~$8,496,076, with interest at rates ranging between 0%8% and 15% per annum, was due on various dates through September ~~2019.~~2020. Subsequent to September 30, ~~2018,~~2019, we have received aggregate equity financings and debt ~~financings~~proceeds of ~~$1,138,980,~~$500,000 and $1,363,625, respectively, debt (inclusive of accrued interest) of ~~$1,303,023~~$250,571 has been exchanged for common stock, ~~and $191,391~~$1,412,202 of debt (inclusive of accrued ~~interest and prepayment premiums)~~interest) has been ~~repaid.~~repaid, and the due date for the repayment of $91,539 of debt has been extended to July 2020. Giving effect to the above actions, we currently have ~~a note~~notes payable in the aggregate outstanding principal amount of ~~$7,500~~$593,400 which isare past due. Based upon our working capital deficiency and outstanding debt, we expect to be able to fund our operations through December ~~2018~~2019 while we continue to apply efforts to raise additional capital. We anticipate that we will require approximately $20,000,000 in financing to commence and complete a Phase 2 clinical trial with regard to our Disc/Spine Program. We anticipate that we will require approximately $45,000,000 in further additional funding to complete our clinical trials usingBRTX-100 (assuming the receipt of no revenues). We will also require a substantial amount of additional funding if we determine to establish a manufacturing operation with regard to our Disc/Spine Program (as opposed to utilizing a ~~third party~~third-party manufacturer) and to implement our other programs, including our metabolic ThermoStem Program. No assurance can be given that the anticipated amounts of required funding are correct or that we will be able to accomplish our goals within the timeframes projected. In addition, no assurance can be given that we will be able to obtain any required financing on commercially reasonable terms or otherwise.

We have filed a registration statement with the Securities and Exchange Commission with regard to the contemplated public offering of our equity securities. The registration statement has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The contemplated public offering of the Company’s securities will be made only by means of a prospectus. No assurances can be given that the contemplated public offering will be completed on reasonable terms or otherwise.

We are currently seeking several different financing alternatives to support our future operations and are currently in the process of negotiating extensions or discussing conversions to equity with respect to our outstanding indebtedness. If we are unable to obtain such additional financing on a timely basis or, notwithstanding any request we may make, our debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, we may have to curtail our development, marketing and promotional activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations and liquidate. See “Liquidity and Capital Resources” below.

Between May 2019 and August 2019, holders of our notes in the aggregate principal amount of $1,565,000 entered into agreements with us pursuant to which the parties have agreed to exchange such notes for shares of our common stock and warrants in connection with the closing of the Public Offering.

Three Months Ended September 30, ~~2018~~2019 Compared with Three Months Ended September 30, ~~2017~~2018

The following table presents selected items in our unaudited condensed consolidated statements of operations for the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively:

For the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, we generated ~~$26,000~~$38,000 and ~~$16,000,~~$26,000, respectively, of royalty revenue in connection with our sublicense agreement.

Marketing and promotion expenses include advertising and promotion, marketing and seminars, meals, entertainment and travel expenses. For the three months ended September 30, ~~2018,~~2019, marketing and promotion expenses increased by ~~$148,173,~~$1,018, or 1%, from ~~$6,988~~$155,161 to ~~$155,161~~$156,179 as compared to the three months ended September 30, ~~2017. The increase is primarily due to the engagement of a marketing consultant in 2018 for which there was no similar expense in 2017.~~2018.

We expect that marketing and promotion expenses will ~~continue to~~ increase in the future as we increase our marketing activities following ~~any~~ full commercialization of our products and services.

Consulting expenses consist of consulting fees and stock-based compensation to consultants. For the three months ended September 30, ~~2018,~~2019, consulting expenses decreased ~~by $106,316,~~$43,626, or ~~20%~~10%, from ~~$523,917~~$417,601 to ~~$417,601,~~$373,975, as compared to the three months ended September 30, ~~2017.~~2018. The decrease is primarily due to a ~~reduction~~decrease of approximately ~~$155,000~~$130,000 of stock-based compensation ~~to consultants in the three months ended September 30, 2018,~~expense partially offset by an ~~increased use~~increase of ~~consultants~~approximately $90,000 in ~~connection with clinical trials and strategic planning.~~cash consulting fees.

Research and development expenses include cash and non-cash compensation of (a) our Vice President of Research and Development; (b) our Scientific Advisory Board members; ~~(c) our former President, Disc/Spine Division (in 2017);~~ and ~~(d)~~(c) laboratory staff and costs related to our brown fat and disc/spine initiatives. Research and development expenses are expensed as they are incurred. For the three months ended September 30, ~~2018,~~2019, research and development expenses ~~decreased~~increased by ~~$133,218,~~$52,379, or ~~27%~~15%, from ~~$490,654~~$357,436 to ~~$357,436,~~$409,815, as compared to the three months ended September 30, ~~2017.~~2018. The ~~decrease~~increase was primarily a result of ~~a reduction~~an increase of approximately $26,000 in laboratory staffing, an increase of approximately $21,000 in lab testing and research, and ~~development staffing.~~an increase of approximately $8,000 in stock-based compensation expense primarily related to an option issued to our Disc Committee Chairman.

We expect that our research and development expenses will increase with the continuation of the aforementioned initiatives.

General and administrative expenses consist primarily of salaries, bonuses, payroll taxes, severance costs and stock-based compensation to employees (excluding any cash or non-cash compensation of our ~~research~~Vice President of Research and ~~development staff but including~~Development and our laboratory staff), as well as corporate ~~support~~ expenses such as legal and professional fees, investor relations and occupancy related ~~expenses).~~expenses. For the three months ended September 30, ~~2018,~~2019, general and administrative expenses ~~decreased~~increased by ~~$453,605,~~$632,555, or ~~61%~~222%, from ~~$738,077~~$284,472 to ~~$284,472,~~$917,027, as compared to the three months ended September 30, ~~2017.~~2018. The ~~decrease is~~increase was primarily due to a $644,000 nonrecurring reversal of compensation expense related to performance milestones of an option granted to a ~~reduction of stock option amortization of approximately $770,000, partially offset by $88,000 of salary expenses~~former Senior Vice President becoming not probable in ~~connection with a new Senior VP,~~2018 and an increase of approximately ~~$167,000~~$108,000 of legal expense due to increased legal matters regarding fundings, conversions, intellectual property and patent issuance costs, partially offset by a decrease of approximately $64,000 in ~~professional fees related to~~ legal expense and financial services ~~rendered~~expense related to work performed for a contemplated public offering classified as deferred offering costs and ~~the initiatives associated with raising capital.~~a decrease of approximately $62,000 in stock-based compensation expense relating to fewer unvested options outstanding in 2019.

We expect that our general and administrative expenses will increase as we expand our staff, develop our infrastructure and incur additional costs to support the growth of our business.

For the three months ended September 30, ~~2018,~~2019, interest expense increased ~~$143,096~~$137,518, or ~~125%~~53%, as compared to the three months ended September 30, ~~2017.~~2018. The increase was due to an increase in interest-bearing short-term borrowings ~~and the amortization of related cash discounts~~ as compared to the three months ended September 30, ~~2017.~~2018.

For the three months ended September 30, ~~2018,~~2019, amortization of debt discount increased ~~$380,511,~~$947,013, or ~~238%~~175%, as compared to the three months ended September 30, ~~2017.~~2018. The increase was primarily due to the timing of the recognition of ~~debt discount amortization~~expense related to the bifurcated embedded conversion options ~~(“ECOs”)~~ of ~~notes and other original issue discount expenses during the three months ended September 30, 2018.~~convertible notes.

For the three months ended September 30, ~~2018, we recorded a~~2019, the loss on extinguishment of notes payable, net ofincreased by $970,240, or 303% from $320,383 ~~which is associated with debt repayments and investors’ exchanges of debt into equity securities. We did not record a gain or loss on extinguishment of notes payable for~~to $1,290,623, as compared to the three months ended September 30, ~~2017.~~2018. The increase is associated with debt repayments, debtholders’ exchanges of debt into equity securities, and extinguishments of debt, resulting in a loss on the exchange.

For the three months ended September 30, ~~2018, we recorded a~~2019, the net loss related to the change in fair value of derivative liabilities ofdecreased by $550,285, or 89%, from $615,322 to $65,037, as compared to ~~a net loss of $15,311 for~~ the three months ended September 30, ~~2017.~~2018. The ~~increase~~decrease was ~~primarily~~ due to ~~increased~~the decrease in time value of embedded conversion options within certain convertible ~~note issuances with ECOs that were bifurcated because they were deemed to be derivative liabilities (in some cases, as a result of sequencing).~~notes payable.

During the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, we recorded expense related to the modification of the expiration dates and exercise prices of certain outstanding warrants of ~~$3,100~~$0 and ~~$18,962,~~$3,100, respectively.

Nine Months Ended September 30, ~~2018~~2019 Compared with Nine Months Ended September 30, ~~2017~~2018

The following table presents selected items in our unaudited condensed consolidated statements of operations for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively:

For the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, we generated ~~$82,000~~$98,000 and ~~$43,000,~~$82,000, respectively, of royalty revenue in connection with our sublicense agreement.

Marketing and promotion expenses include advertising and promotion, marketing and seminars, meals, entertainment and travel expenses. For the nine months ended September 30, ~~2018,~~2019, marketing and promotion expenses increased by ~~$168,604,~~$67,150, or ~~374%~~31%, from ~~$45,111~~$213,715 to ~~$213,715~~$280,865 as compared to the nine months ended September 30, ~~2017.~~2018. The increase is primarily due to the ~~engagement~~hiring of a ~~marketing consultant in 2018 for which there was no similar expense in 2017.~~public awareness firm.

Consulting expenses consist of consulting fees and stock-based compensation to consultants. For the nine months ended September 30, ~~2018,~~2019, consulting expenses ~~decreased $594,876,~~increased $239,097, or ~~32%~~19%, from ~~$1,863,361~~$1,268,485 to ~~$1,268,485,~~$1,507,582, as compared to the nine months ended September 30, ~~2017.~~2018. The ~~decrease~~increase is primarily due to ~~a reduction~~an increase of approximately ~~$645,000~~$370,000 of ~~stock-based compensation to consultants in the nine months ended September 30, 2018, partially offset by an increased use of consultants~~cash consulting fees in connection with clinical trials and strategic ~~planning.~~
planning, partially offset by a reduction of approximately $156,000 of stock-based compensation related to fewer unvested outstanding options in 2019.

Research and development expenses include cash and non-cash compensation of (a) our Vice President of Research and Development; (b) our Scientific Advisory Board members; ~~(c) our former President, Disc/Spine Division;~~ and ~~(d)~~(c) laboratory staff and costs related to our brown fat and disc/spine initiatives. Research and development expenses are expensed as they are incurred. For the nine months ended September 30, ~~2018,~~2019, research and development expenses ~~decreased~~increased by ~~$769,851,~~$169,163, or ~~40%~~15%, from ~~$1,907,232~~$1,137,381 to ~~$1,137,381,~~$1,306,544, as compared to the nine months ended September 30, ~~2017.~~2018. The ~~decrease~~increase was primarily a result of ~~a reduction in research and development staffing costs~~an increase of approximately ~~$474,000 and a decrease of approximately $280,000 of~~$109,000 in stock-based compensation ~~expense.~~expense primarily related to options issued to our Scientific Advisory Board members, incremental modification expense related to an option repricing in 2019, and an increase in laboratory staffing.

We expect that our research and development expenses will increase with the continuation of the aforementioned initiatives.

General and administrative expenses consist primarily of salaries, bonuses, payroll taxes, severance costs and stock-based compensation to employees (excluding any cash or non-cash compensation of our ~~research~~Vice President of Research and ~~development staff but including~~Development and our laboratory staff), as well as corporate ~~support~~ expenses such as legal and professional fees, investor relations and occupancy related ~~expenses).~~expenses. For the nine months ended September 30, ~~2018,~~2019, general and administrative expenses ~~decreased~~increased by ~~$97,156,~~$346,983, or 3%12%, from ~~$3,029,318~~$2,932,162 to ~~$2,932,162,~~$3,279,145, as compared to the nine months ended September 30, ~~2017.~~2018. The ~~decrease~~increase is primarily ~~related~~due to ~~a reduction of stock option amortization of approximately $622,000, partially offset by $228,000 of salary expenses in connection with a new Senior VP,~~ an increase of approximately ~~$170,000~~$366,000 in ~~professional fees related~~legal expense relating to intellectual property, patent issuance costs, and increased legal matters regarding fundings and ~~financial services rendered and the initiatives associated with raising capital and approximately $104,000 related to our Chief Executive Officer’s bonuses in 2018.~~conversions of debt.

We expect that our general and administrative expenses will increase as we expand our staff, develop our infrastructure and incur additional costs to support the growth of our business.

For the nine months ended September 30, ~~2018,~~2019, interest expense increased ~~$341,534,~~$390,787, or ~~111%~~60%, as compared to the nine months ended September 30, ~~2017.~~2018. The increase was due to an increase in interest-bearing short-term borrowings ~~and the related cash discounts being amortized~~ as compared to the nine months ended September 30, ~~2017.~~2018.

For the nine months ended September 30, ~~2018,~~2019, amortization of debt discount increased ~~$1,507,230,~~$1,337,788, or ~~400%~~71%, as compared to the nine months ended September 30, ~~2017.~~2018. The increase was primarily due to increased issuances of convertible notes and the timing of the recognition of ~~debt discount amortization~~expense related to the bifurcated ~~ECOs~~embedded conversion options of ~~notes and other original issue discount expenses during the nine months ended September 30, 2018.~~convertible notes.

For the nine months ended September 30, ~~2018,~~2019, we recorded a loss on extinguishment of notes payable, net, of ~~$384,171, which is associated with debt repayments and investors’ exchanges of debt into equity securities,~~$2,291,218, as compared to a loss on extinguishment of notes payable, net of ~~$59,938~~$384,171 for the nine months ended September 30, ~~2017.~~2018. The increase is associated with debt repayments and debt holders’ exchanges of debt into equity securities resulting in a loss on the exchange.

For the nine months ended September 30, ~~2018, we recorded a~~2019, the net loss related to the change in fair value of derivative liabilities ofdecreased by $288,924, or 52%, from $557,274 to $268,350, as compared to ~~the recorded net loss related to the change in fair value of derivative liabilities of $15,311 during~~ the nine months ended September 30, ~~2017.~~2018. The ~~increase~~decrease was ~~primarily~~ due to ~~increased~~the decrease in time value of embedded conversion options within certain convertible ~~note issuances with ECOs that were bifurcated and deemed to be derivative liabilities (in some cases, as a result of sequencing).~~notes payable.

During the nine months ended September 30, 2018 and 2017, we recorded expense related to the modification of the expiration dates and exercise prices of certain outstanding warrants of $3,100 and $23,462, respectively.

Based upon our working capital deficiency and stockholders’ deficiency of ~~$8,741,382~~$13,514,377 and ~~$8,938,147,~~$12,428,533, respectively, as of September 30, ~~2018,~~2019, we require additional equity and/or debt financing to continue our operations. These conditions raise substantial doubt about our ability to continue as a going concern within the next twelve months from the date of this filing.

As of September 30, ~~2018,~~2019, our outstanding debt of ~~$4,929,117,~~$8,496,076, together with interest at rates ranging between 0%8% and 15% per annum, was due on various dates through September ~~2019.~~2020. Subsequent to September 30, ~~2018,~~2019, we have received aggregate equity financings and debt ~~financings~~proceeds of ~~$1,138,980,~~$500,000 and $1,363,625, respectively, debt (inclusive of accrued interest) of ~~$1,303,023~~$250,571 has been exchanged for common stock, ~~and $191,391~~$1,412,202 of debt (inclusive of accrued ~~interest and prepayment premiums)~~interest) has been ~~repaid.~~repaid, and the due date for the repayment of $91,539 of debt has been extended to July 2020. Giving effect to the above actions, we currently have ~~a note~~notes payable in the aggregate outstanding principal amount of ~~$7,500~~$593,400 which isare past due. As of the date of filing, our outstanding debt was as follows:

Based upon our working capital deficiency, outstanding debt and forecast for continued operating losses we expect that the cash we currently have available will fund our operations through December ~~2018.~~2019. Thereafter, we will need to raise further capital, through the sale of additional equity securities (including pursuant to our contemplated Public Offering as to which no assurances can be given) or debt securities, to support our future operations and to repay our debt (unless, if requested, the debt holders agree to convert their notes into equity or extend the maturity dates of their notes). Our operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.

We may be unable to raise sufficient additional capital when we need it or raise capital on favorable terms. Debt financing may require us to pledge certain assets and enter into covenants that could restrict certain business activities or our ability to incur further indebtedness and may contain other terms that are not favorable to our stockholders or us. If we are unable to obtain adequate funds on reasonable terms, we may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms.

Our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

During the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, our sources and uses of cash were as follows:

We experienced negative cash flows from operating activities for the nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 in the amounts of $5,107,743 and $3,551,542, respectively. The net cash used in operating activities for the nine months ended September 30, 2019 was primarily due to cash used to fund a net loss of $13,097,335, adjusted for non-cash expenses in the aggregate amount of $7,781,461 partially offset by $208,131 of cash generated by changes in the levels of operating assets and ~~$2,494,088, respectively.~~liabilities, primarily as a result of increases in accrued interest, expenses, and other current liabilities, partially offset by a decrease in accounts payable. The net cash used in operating activities for the nine months ended September 30, 2018 was primarily due to cash used to fund a net loss of $8,947,344, adjusted for non-cash expenses in the aggregate amount of $5,150,620 ~~plus $245,182 of cash generated by changes in the levels of operating assets and liabilities, primarily as a result of decreases in accrued interest, expenses and other current liabilities,~~ partially offset by an increase in accounts payable. The net cash used in operating activities for the nine months ended September 30, 2017 was primarily due to cash used to fund a net loss of $7,585,025, adjusted for non-cash expenses in the aggregate amount of $3,989,867 plus $1,101,070$245,182 of cash generated by changes in the levels of operating assets and liabilities, primarily as a result of increases in ~~accounts payable, plus~~ accrued interest, expenses, and other current ~~liabilities.~~liabilities, partially offset by a decrease in accounts payable.

During the nine months ended September 30, 2019 and 2018, ~~net~~ cash used in investing activities was $35,631 and $12,869, respectively, due to cash used for the purchase of office, medical and computer equipment. ~~During the nine months ended September 30, 2017, there was no net cash used in or provided by investing activities.~~

Net cash provided by financing activities during the nine months ended September 30, 2019 and 2018 was $5,123,964 and ~~2017 was~~ $3,218,105, ~~and $2,463,000,~~ respectively.During the nine months endedSeptember 30, 2019, $3,982,392 of net proceeds were from debt financings, $1,156,000 of proceeds were from equity financings and $14,428 was used for incurred offering costs. During the nine months ended September 30, 2018, $2,628,937 of net proceeds were from debt financings and $589,168 of proceeds were from equity financings (including proceeds received in connection with the exercise of common stock purchase warrants). During the nine months ended September 30, 2017, $1,264,000 of net proceeds were from debt financings and other borrowings and ~~$1,199,000~~$589,168 of proceeds were from equity financings (including proceeds received in connection with the exercise of common stock purchase warrants).

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended December 31, ~~2017~~2018 filed with the SEC on ~~April 2, 2018,~~March 29, 2019, except as follows:

Effective January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 will require management to make significant judgments and estimates. As a ~~sequencing policy whereby, in~~result, we implemented changes to our internal controls related to revenue recognition for the ~~event that reclassification of contracts from equity to assets or liabilities is necessary pursuant~~quarter ended March 31, 2019. These changes include updated accounting policies affected by ASC 606, redesigned internal controls over financial reporting related to ASC ~~815 due~~606, expanded data gathering to comply with the additional disclosure requirements, and ongoing contract review requirements.

Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with preparing for our ~~inability to demonstrate we have sufficient authorized shares, shares~~contemplated public offering of our equity securities, are capitalized as non-current assets on the balance sheet. Upon the consummation of a public offering, the deferred offering costs will be ~~allocated on~~offset against the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of authorized but unissued shares, and all future instruments being classified as a derivative liability, with the exception of instruments related to share-based compensation issued to employees or directors.equity offering proceeds.

For a description of ~~our~~relevant recently issued accounting pronouncements, see Note 3 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our unaudited condensed consolidated financial statements in conformity with United States generally accepted accounting principles.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2018,~~2019, management, with the participation of our Principal Executive and Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive and Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the quarter ended September 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

Not applicable. See, however, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors That May Affect Future Results and Financial Condition”) of our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, filed with the SEC on ~~April 2, 2018.~~March 29, 2019.

During the three months ended September 30, ~~2018,~~2019, we issued the following securities in transactions not involving any public offering. For each of the following transactions, we relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Securities Act as a security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. For each such transaction, we did not use general solicitation or advertising to market the securities, the securities were offered to a limited number of persons, the investors had access to information regarding us (including information contained in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, our Quarterly ~~Reports~~Report on Form 10-Q for the periods ended March 31, ~~2018~~2019 and June 30, ~~2018,~~2019, Current Reports on Form 8-K filed with the Securities and Exchange Commission, and press releases made by us), and we were available to answer questions by prospective investors. We reasonably believe that each of the investors is an accredited investor. The proceeds were used to reduce our working capital deficiency and for other corporate purposes.

See “Liquidity and Capital Resources” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

Condensed Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	3

~~Condensed Consolidated Balance Sheets as of~~ ~~September 30, 2018 (Unaudited) and December 31, 2017~~	3

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, ~~2018~~2019 and ~~2017~~2018	4

Unaudited Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Deficiency for the Three Months Ended September 30, 2019 and 2018	5

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the Nine Months Ended September 30, 2019 and 2018	56

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2018~~2019 and ~~2017~~2018	67

Notes to Unaudited Condensed Consolidated Financial Statements	89

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2827

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.	35

ITEM 4. Controls and Procedures.	35

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.	36

~~ITEM 1A. Risk Factors.~~	36

ITEM 1A. Risk Factors.	36

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.	36

ITEM 3. Defaults Upon Senior Securities.	36

ITEM 4. Mine Safety Disclosures.	36

ITEM 5. Other Information.	36

ITEM 6. Exhibits.	37

~~ITEM 4. Mine Safety Disclosures.~~	37

~~ITEM 5. Other Information.~~	37

~~ITEM 6. Exhibits.~~	37

SIGNATURES	38

	For The Three Months Ended						For The Nine Months Ended
	September 30,						September 30,						For The Three Months Ended						For The Nine Months Ended
	2018			2017			2018			2017			September 30,						September 30,
													2019			2018			2019			2018
Revenues	$	26,000		$	16,000		$	82,000		$	43,000		$	38,000		$	26,000		$	98,000		$	82,000

Operating Expenses
Operating Expenses:
Marketing and promotion		155,161			6,988			213,715			45,111			156,179			155,161			280,865			213,715
Consulting		417,601			523,917			1,268,485			1,863,361			373,975			417,601			1,507,582			1,268,485
Research and development		357,436			490,654			1,137,381			1,907,232			409,815			357,436			1,306,544			1,137,381
General and administrative		284,472			738,077			2,932,162			3,029,318			917,027			284,472			3,279,145			2,932,162

Total Operating Expenses		1,214,670			1,759,636			5,551,743			6,845,022			1,856,996			1,214,670			6,374,136			5,551,743

Loss From Operations		(1,188,670	)		(1,743,636	)		(5,469,743	)		(6,802,022	)		(1,818,996	)		(1,188,670	)		(6,276,136	)		(5,469,743	)

Other Expense
Other Expense:
Interest expense		(257,298	)		(114,202	)		(648,940	)		(307,406	)		(394,816	)		(257,298	)		(1,039,727	)		(648,940	)
Amortization of debt discount		(540,488	)		(159,977	)		(1,884,116	)		(376,886	)		(1,487,501	)		(540,488	)		(3,221,904	)		(1,884,116	)
Loss on extinguishment of notes payable, net		(320,383	)		-			(384,171	)		(59,938	)		(1,290,623	)		(320,383	)		(2,291,218	)		(384,171	)
Change in fair value of derivative liabilities		(615,322	)		(15,311	)		(557,274	)		(15,311	)		(65,037	)		(615,322	)		(268,350	)		(557,274	)
Warrant modification expense		(3,100	)		(18,962	)		(3,100	)		(23,462	)		-			(3,100	)		-			(3,100	)

Total Other Expense		(1,736,591	)		(308,452	)		(3,477,601	)		(783,003	)		(3,237,977	)		(1,736,591	)		(6,821,199	)		(3,477,601	)

Net Loss	$	(2,925,261	)	$	(2,052,088	)	$	(8,947,344	)	$	(7,585,025	)	$	(5,056,973	)	$	(2,925,261	)	$	(13,097,335	)	$	(8,947,344	)

Net Loss Per Share
- Basic and Diluted	$	(0.39	)	$	(0.37	)	$	(1.32	)	$	(1.42	)	$	(0.23	)	$	(0.39	)	$	(0.74	)	$	(1.32	)

Weighted Average Number of Common Shares Outstanding
Weighted Average Number of
Common Shares Outstanding
- Basic and Diluted		7,410,350			5,556,378			6,796,761			5,324,321			21,520,371			7,410,350			17,601,908			6,796,761

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2017		6,112,473	$	6,112	$	44,561,773	$	(51,404,453	)	$	(6,836,568	)

Shares and warrants issued for cash		70,000		70		99,930		-			100,000

Exercise of warrants for purchase of common stock		207,084		207		413,961		-			414,168

Shares and warrants issued in satisfaction of accrued services		19,000		19		37,981		-			38,000

Conversion of notes payable and accrued interest into common stock		97,424		97		110,539		-			110,636

Shares and warrants issued in exchange of notes payable and accrued interest		2,106,525		2,107		4,338,074		-			4,340,181

Shares issued and recorded as debt discount in connection with notes payable issuances or extensions		74,333		74		121,379		-			121,453

Beneficial conversion features related to convertible notes payable		-		-		69,394		-			69,394

Warrant modifications		-		-		3,100		-			3,100

Reclassification of derivative liabilities to equity		-		-		105,187		-			105,187

Stock-based compensation:
- common stock		35,000		35		52,465		-			52,500
- options and warrants		-		-		1,491,146		-			1,491,146

Net loss		-		-		-		(8,947,344	)		(8,947,344	)

Balance - September 30, 2018		8,721,839	$	8,721	$	51,404,929	$	(60,351,797	)	$	(8,938,147	)

	Three Months Ended September 30, 2019
					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - July 1, 2019		19,793,477	$	19,793	$	63,000,354	$	(71,962,618	)	$	(8,942,471	)

Shares issued in exchange for notes payable and accrued interest		3,924,277		3,924		1,161,373		-			1,165,297

Reclassification of derivative liabilities to equity		-		-		171,569		-			171,569

Stock-based compensation:
- options		-		-		234,045		-			234,045

Net loss		-		-		-		(5,056,973	)		(5,056,973	)
Balance - September 30, 2019		23,717,754	$	23,717	$	64,567,341	$	(77,019,591	)	$	(12,428,533	)

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[X]	Smaller reporting company	[X]

Emerging growth company	[X]

	Three Months Ended September 30, 2018
					Additional
	Common Stock				Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance - July 1, 2018		6,747,501	$	6,747	$	47,551,776		$	(57,426,536	)	$	(9,868,013	)

Shares and warrants issued for cash		60,000		60		74,940			-			75,000

Conversion of notes payable and accrued interest into common stock		70,406		70		57,662			-			57,732

Shares issued in exchange for notes payable and accrued interest		1,785,599		1,786		3,696,803			-			3,698,589

Shares issued and recorded as debt discount inconnection with notes payable issuances or extensions		23,333		23		33,973			-			33,996

Beneficial conversion features related to convertible notes payable		-		-		47,876			-			47,876

Warrant modifications		-		-		3,100			-			3,100

Reclassification of derivative liabilities to equity		-		-		105,187			-			105,187

Stock-based compensation:
- common stock		35,000		35		52,465			-			52,500
- options and warrants		-		-		(218,853	)		-			(218,853	)

Net loss		-		-		-			(2,925,261	)		(2,925,261	)
Balance - September 30, 2018		8,721,839	$	8,721	$	51,404,929		$	(60,351,797	)	$	(8,938,147	)

	Nine Months Ended September 30, 2019
					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - January 1, 2019		11,728,394	$	11,728	$	55,269,490	$	(63,922,256	)	$	(8,641,038	)

Shares and warrants issued for cash		2,191,111		2,191		254,120		-			256,311

Shares issued in satisfaction of accrued consulting services		10,000		10		7,190		-			7,200

Shares issued in exchange for notes payable and accrued interest		9,634,376		9,634		4,729,383		-			4,739,017

Shares issued and recorded as debt discount in connection with notes payable issuances or extensions		78,873		79		61,141		-			61,220

Reclassification of derivative liabilities to equity		-		-		2,809,565		-			2,809,565

Stock-based compensation:
- common stock		75,000		75		29,925		-			30,000
- options		-		-		1,406,527		-			1,406,527

Net loss		-		-		-		(13,097,335	)		(13,097,335	)
Balance - September 30, 2019		23,717,754	$	23,717	$	64,567,341	$	(77,019,591	)	$	(12,428,533	)

	Nine Months Ended September 30, 2018
					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - January 1, 2018		6,112,473	$	6,112	$	44,561,773	$	(51,404,453	)	$	(6,836,568	)

Shares and warrants issued for cash		70,000		70		99,930		-			100,000

Exercise of warrant for purchase of common stock		207,084		207		413,961		-			414,168

Shares and warrants issued in satisfaction of accrued consulting services		19,000		19		37,981		-			38,000

Conversion of notes payable and accrued interest into common stock		97,424		97		110,539		-			110,636

Shares and warrants issued in exchange for notes payable and accrued interest		2,106,525		2,107		4,338,074		-			4,340,181

Shares issued and recorded as debt discount in connection with notes payable issuances or extensions		74,333		74		121,379		-			121,453

Warrant modifications		-		-		3,100		-			3,100

Beneficial conversion features related to convertible notes payable		-		-		69,394		-			69,394

Reclassification of derivative liabilities to equity		-		-		105,187		-			105,187

Stock-based compensation:
- common stock		35,000		35		52,465		-			52,500
- options and warrants		-		-		1,491,146		-			1,491,146

Net loss		-		-		-		(8,947,344	)		(8,947,344	)
Balance - September 30, 2018		8,721,839	$	8,721	$	51,404,929	$	(60,351,797	)	$	(8,938,147	)

	September 30, 2018		December 31, 2017		September 30, 2019		December 31, 2018
Accrued payroll and other accrued expenses	$	347,680	$	350,173	$	43,779	$	91,560
Accrued research and development expenses		626,175		636,175		746,175		646,175
Accrued general and administrative expenses		930,482		604,308		1,320,104		1,084,831
Accrued director compensation		432,500		282,500		507,500		482,500
Deferred rent		39,462		50,395		7,865		33,610
Total accrued expenses		2,376,299		1,923,551		2,625,423		2,338,676
Less: accrued expenses, current portion		2,376,299		1,885,551		2,625,423		2,302,176
Accrued expenses, non-current portion	$	-	$	38,000	$	-	$	36,500

	Related Party			Convertible			Other			Debt						Related Party			Convertible			Other			Debt
	Notes			Notes			Notes			Discount			Total			Notes			Notes			Notes			Discount			Total
Outstanding, December 31, 2017	$	845,000		$	2,029,870	[1]	$	1,124,465		$	(337,485	)	$	3,661,850
Outstanding, January 1, 2019																$	720,000		$	4,309,415		$	132,501		$	(1,012,363	)	$	4,149,553
Issuances		-			3,800,728	[2]		128,000			-			3,928,728			485,000			8,543,089	[1]		-			-			9,028,089
Exchanges for equity		(95,000	)		(1,600,676	)		(542,760	)		55,673			(2,182,763	)		-			(2,032,323	)		-			455,969			(1,576,354	)
Conversions to equity		-			(105,000	)		-			-			(105,000	)
Repayments		(30,000	)		(403,280	)		-			24,973			(408,307	)		(45,000	)		(3,484,105	)		(7,500	)		428,939			(3,107,666	)
Extinguishment of notes payable		-			(407,295	)[2]		-			-			(407,295	)		-			-			(148,014	)[1]		6,196			(141,818	)
Recognition of debt discount		-			-			-			(2,456,892	)		(2,456,892	)		-			-			-			(4,288,794	)		(4,288,794	)
Accretion of interest expense		-			7,782			177,283			242,843			427,908			-			-			-			375,344			375,344
Accrued interest reclassified to notes payable principal																	-			-			23,013			-			23,013
Amortization of debt discount		-			-			-			1,884,116			1,884,116			-			-			-			3,221,904			3,221,904
Outstanding, September 30, 2018	$	720,000		$	3,322,129	[1][3]	$	886,988		$	(586,772	)	$	4,342,345
Outstanding, September 30, 2019 [2]																$	1,160,000		$	7,336,076	[3]	$	-		$	(812,805	)	$	7,683,271

	[1]	During the nine months ended September 30, 2019, a convertible note in the principal amount of $148,014 was issued concurrently with the extinguishment of a certain note payable in the same aggregate principal amount. See below within Note 5 – Notes Payable – Convertible Notes - Conversions, Exchanges and Other for additional details.

	[2]	As of September 30, ~~2018~~2019, outstanding related party notes, convertible notes and ~~December 31, 2017,~~other notes in the aggregate principal amounts of $450,000, $508,000 and $0, respectively, were considered past due (which excludes aggregate principal amounts of $25,000 and $150,000 of related party and convertible notes, respectively, which were extended to October 2019, effective as of September 30, 2019). See Note 9 – Subsequent Events for details regarding the repayment of certain past due notes payable.

	[3]	As of September 30, 2019, a portion of convertible notes with an aggregate principal balance of ~~$1,202,693 and $1,777,788, respectively, was currently~~$4,381,076 were convertible into shares of common stock at the election of the holder any time until the balance has been paid in full. As of September 30, ~~2018 and December 31, 2017,~~2019, a portion of convertible notes with an aggregate principal balance of $0 and $252,082, respectively, was convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised that conversion right, the respective holder had the right to accelerate the conversion of up to $0 and $196,666 of principal into shares of common stock at September 30, 2018 and December 31, 2017, respectively, at the same conversion price.

	~~[2]~~	During the nine months ended September 30, 2018, convertible notes in the aggregate principal amount of $407,295 were issued concurrently with the extinguishment of certain convertible notes payable in the same aggregate principal amount. See below within Note 5 – Notes Payable – Conversions, Exchanges and Other for additional details.

	~~[3]~~	As of September 30, 2018, outstanding convertible notes in the aggregate principal amount of $80,000 were past maturity. See Note 9 – Subsequent Events for details regarding the exchange of such aggregate principal amount. As of September 30, 2018, a portion of convertible notes with an aggregate principal balance of $2,119,436,$2,955,000, which are not currently convertible, will become convertible ~~subsequent to September 30, 2018~~ into shares of the ~~Company's~~Company’s common stock at the election of the respective ~~holder.~~holder subsequent to September 30, 2019. As of September 30, 2019, outstanding related party notes and convertible notes in the aggregate principal amounts of $1,150,000 and $990,000, respectively, provided for a mandatory conversion into common stock of the Company and warrants to purchase common stock of the Company in the same ratio upon the completion of an underwritten public offering by the Company. See Note 9 – Subsequent Events.

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding, December 31, 2017		3,435,134		$	4.47
Issued		191,521			3.82
Exercised		(207,084	)		2.00
Expired		(6,168	)		44.92
Outstanding, September 30, 2018		3,413,403		$	4.33		2.1	$	-

Exercisable, September 30, 2018		3,413,403		$	4.33		2.1	$	-

Warrants Outstanding			Warrants Exercisable
			Weighted
	Outstanding		Average		Exercisable
Exercise	Number of		Remaining Life		Number of
Price	Warrants		In Years		Warrants
$3.50 - $3.99		70,000		4.8		70,000
$4.00 - $4.99		3,024,079		2.0		3,024,079
$5.00 - $5.99		195,989		2.7		195,989
$6.00 - $7.99		40,000		1.8		40,000
$8.00 - $9.99		2,500		1.2		2,500
$10.00 - $14.99		40,400		1.5		40,400
$15.00 - $19.99		35,435		0.9		35,435
$20.00 - $40.00		5,000		0.2		5,000
		3,413,403		2.1		3,413,403

Options Outstanding			Options Exercisable
			Weighted
	Outstanding		Average		Exercisable
Exercise	Number of		Remaining Life		Number of
Price	Options		In Years		Options
$1.70 - $2.99		218,500		8.2		77,003
$3.00 - $3.99		2,127,000		8.1		1,278,673
$4.00 - $4.99		1,165,451		5.7		1,157,451
$5.00 - $5.99		5,000		5.7		5,000
$6.00 - $19.99		37,500		5.3		37,500
$20.00 - $30.00		35,000		3.5		35,000
		3,588,451		6.9		2,590,627

Beginning balance as of January 1, 2019	$	1,094,607
Issuance of derivative liabilities		5,195,089
Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges		(2,557,373	)
Change in fair value of derivative liabilities		268,350
Reclassification of derivative liabilities to equity		(2,809,565	)
Ending balance as of September 30, 2019	$	1,191,108

Beginning balance as of January 1, 2018	$	216,073
Issuance of derivative liabilities		2,309,536
Extinguishment of derivative liabilities in connection with convertible note repayments, conversions and exchanges		(2,027,739	)
Change in fair value of derivative liabilities		557,274
Reclassification of derivative liabilities to equity		(105,187	)
Ending balance as of September 30, 2018	$	949,957

	September 30, 2018			December 31, 2017			September 30, 2019			December 31, 2018
Cash	$	105,374		$	451,680		$	98,113		$	117,523

Working Capital Deficiency	$	(8,741,382	)	$	(7,833,592	)	$	(13,514,377	)	$	(9,073,901	)

Notes Payable (Gross)	$	4,929,117		$	3,999,335		$	8,496,076		$	5,161,916

	Principal
Maturity Date	Amount
Past Due	$	7,500
QE 12/31/2018		720,000
QE 3/31/2019		1,540,293
QE 6/30/2019		1,444,042
QE 9/30/2019		1,082,933
QE 12/31/2019		85,000
	$	4,879,768

			Warrants
Date Issued	Common Stock		Shares		Exercise Price		Term (Years)		Purchaser(s)			Consideration (1)
7/11/18		5,000		-	$	-		-		(2	)	$	6,774	(3)
7/11/18		46,620		-	$	-		-		(2	)	$	50,000	(4)
7/11/18		10,000		-	$	-		-		(2	)	$	15,000	(5)
7/13/18		-		35,000	$	4.00		5		(6	)	$	43,106	(7)
7/23/18 - 8/6/18		60,000		60,000	$	3.50		5		(2	)	$	150,000	(8)
7/30/18		15,213		-	$	-		-		(2	)	$	20,000	(4)
7/30/18		35,000		-	$	-		-		(2	)	$	32,216	(4)
7/31/18		193,639		-	$	-		-		(2	)	$	200,000	(4)
8/6/18		104,583		-	$	-		-		(2	)	$	104,583	(4)
8/7/18		8,333		-	$	-		-		(2	)	$	12,222	(3)
8/10/18		45,000		-	$	-		-		(2	)	$	41,421	(4)
8/20/18 - 9/28/18		422,655		-	$	-		-		(2	)	$	528,319	(4)
8/20/18		18,939		-	$	-		-		(2	)	$	25,000	(4)
8/21/18		35,000		-	$	-		-		(6	)	$	52,500	(7)
8/24/18		200,000		-	$	-		-		(2	)	$	200,000	(4)
9/3/18		57,537		-	$	-		-		(2	)	$	47,805	(4)
9/3/18		35,169		-	$	-		-		(2	)	$	29,220	(4)
9/5/18		215,500		-	$	-		-		(2	)	$	215,500	(4)
9/6/18		10,247		-	$	-		-		(2	)	$	9,599	(4)
9/6/18		5,337		-	$	-		-		(2	)	$	5,000	(4)
9/6/18		5,337		-	$	-		-		(2	)	$	5,000	(4)
9/17/18 - 9/20/18		70,406		-	$	-		-		(2	)	$	57,732	(9)
9/20/18		123,671		-	$	-		-		(2	)	$	125,000	(4)
9/25/18		102,747		-	$	-		-		(2	)	$	92,370	(4)
9/25/18		148,405		-	$	-		-		(2	)	$	150,000	(4)

(1)	The value of the non-cash consideration was estimated by management based on observations of the cash sales prices of ~~both restricted shares and~~ freely tradable shares.
(2)	Accredited investor.
(3)	Issued in connection with ~~issuance of debt.~~
~~(4)~~	~~Issued in connection with~~ the exchange of convertible notes payable.
~~(5)~~	~~Issued in connection with notes payable maturity extension.~~
~~(6)~~	~~Consultant.~~
~~(7)~~	~~Issued in consideration of consulting services.~~
~~(8)~~	~~Issued for cash consideration.~~
~~(9)~~	~~Issued in connection with the conversion of convertible notes payable.~~

Exhibit		Description
3.1		Certificate of Incorporation, as amended*
10.1		Amended and Restated Exchange Agreement, dated as of July 26, 2019, between BioRestorative Therapies, Inc. and John M. Desmarais (incorporated by reference to the Company’s Current Report on Form 8-K for an event dated July 26, 2019, wherein such document is identified as Exhibit 10.2)
10.2		Amended and Restated Exchange Agreement, dated as of July 26, 2019, between BioRestorative Therapies, Inc. and Tuxis Trust (incorporated by reference to the Company’s Current Report on Form 8-K for an event dated July 26, 2019, wherein such document is identified as Exhibit 10.3)
31.1		Chief Executive Officer Certification *
31.2		Chief Financial Officer Certification *
32		Section 1350 Certification **
101.INS		XBRL Instance Document *
101.SCH		XBRL Schema Document *
101.CAL		XBRL Calculation Linkbase Document *
101.DEF		XBRL Definition Linkbase Document *
101.LAB		XBRL Label Linkbase Document *
101.PRE		XBRL Presentation Linkbase Document *

*		Filed herewith
**		Furnished herewith

Date: November 13, ~~2018~~2019	BIORESTORATIVE THERAPIES, INC.

	By:	/s/ Mark Weinreb
		Mark Weinreb
		Chief Executive Officer
		(Principal Executive and Financial Officer)