STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT) Series A Preferred Stock On November 8, 2021, in connection with the Company’s public offering, the Company’s Board of Directors adopted a resolution allowing for the authorization and issuance of 1,543,458 .01 0.001 1,543,158 Series B Preferred Stock Effective September 8, 2022, the Company issued 1,543,158 The terms of the Series B are substantially identical to those of the Series A, except that, among other things, the limitation on beneficial ownership of common stock of the Company upon a conversion of the Series B into Common Stock, and the limitation on the number of votes attributable to the Series B, is 9.99% of the then outstanding Common Stock of the Company instead of 4.99% as provided for the Series A On October 25, 2022, Auctus converted 25,000 25,000 10.00 1,518,158 Dividends Series B holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on a pari passu basis with the holders of the shares of Common Stock based upon the number of shares of Common Stock into which the Series B is then convertible. Voting Rights Series B holders shall be entitled to vote on all matters presented to the stockholders of the Company for a vote at a meeting of stockholders of the Company or a written consent in lieu of a meeting of stockholders of the Company, and shall be entitled to such number of votes for each share of Series B entitled to vote at such meetings or pursuant to such consent, voting together with the holders of shares of Common Stock and other shares of preferred stock who are entitled to vote, and not as a separate class, except as required by law. The number of votes to which the Series B holders shall be entitled to vote for each share of Series B shall equal the number of shares of Common Stock into which such Series B is then convertible; provided, however, that in no event shall a Series B holder be entitled to vote more than 9.99 Conversion Optional Conversion - Each share of Series B shall be convertible, at any time and from time to time, at the option of the Series B holder, into one share of Common Stock based upon a conversion price of $ 10.00 9.99 Automatic Conversion – From time to time, in the event of that an event occurs, including adjustment due to merger, consolidation, etc., subdivision or combination of Common Stock, adjustment due to distribution, purchase rights, and notice of adjustments, which has the effect of reducing a Series B holder’s beneficial ownership of shares of common stock to less than 9.5 9.99 2021 Stock Incentive Plan On March 18, 2021, the Company’s Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). Pursuant to the 2021 Plan, a total of 1,175,000 no Amendments to 2021 Stock Incentive Plan On December 10, 2021, subject to stockholder approval, the Company’s Board of Directors approved amendments to the 2021 Plan to increase the number of shares of Common Stock authorized to be issued from 1,175,000 to 2,500,000 and to clarify certain provisions of the 2021 Plan as to the authority of the Board of Directors and the Compensation Committee to make adjustments to, among other things, the exercise price of granted options. 838,549 shares of the Company’s common stock from $ 13.50 per share to $ 5.08 per share (the closing price of the Company’s common stock on the day immediately preceding the Compensation Committee determination), including the options held by the Company’s officers and directors as follows: (i) Lance Alstodt, the Company’s President, Chief Executive Officer and Chairman of the Board: 335,538 shares, (ii) Francisco Silva, the Company’s Vice President of Research and Development and a director: 335,538 shares; (iii) Robert Kristal, the Company’s Chief Financial Officer: 10,490 shares; (iv) Robert Paccasassi, the Company’s Vice President of Quality Assurance and Regulatory Compliance: 8,277 shares; (v) Nickolay Kukekov, one of the Company’s directors: 25,236 shares; (vi) Patrick F. Williams, one of the Company’s directors: 10,490 shares; and (vii) David Rosa, one of the Company’s directors: 10,490 shares . On November 3, 2022, the Company’s stockholders approved the amendments to the 2021 Plan. As of September 30, 2022, options for the purchase of 864,609 318,356 2,500,000 5.08 Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. 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. Warrant Activity Summary No warrants were granted or issued during the nine months ended September 30, 2022 and 2021. A summary of the warrant activity during the nine months ended September 30, 2022, is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Average Number of Exercise Warrants Price Outstanding, January 1, 2022 4,739,871 $ 11.78 Granted - - Exercised - - Expired (148 ) 16,099.00 Outstanding, September 30, 2022 4,739,723 $ 10.89 Exercisable, September 30, 2022 4,739,723 $ 10.89 Stock Options The Company grants stock options to certain employees which are recognized as compensation expense on a straight-line basis over the vesting term of the grants. Vesting terms are generally two years, and grants expire between five and ten years. For the three months ended September 30, 2022 and 2021, the Company recognized compensation expense related to stock option grants of $ 1.9 1.7 6.0 17.4 The Company granted options for the purchase of 25,000 4.88 0.09 The Company granted options for the purchase of 586,959 47.25 3.2 A summary of the stock option activity during the nine months ended September 30, 2022 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Average Number of Exercise Options Price Outstanding, January 1, 2022 839,639 $ 18.73 Granted 25,000 4.92 Forfeited (30 ) 3,273.00 Outstanding, September 30, 2022 864,609 $ 18.73 Exercisable, September 30, 2022 532,045 $ 17.50 Restricted Stock Units Pursuant to the 2021 Plan, the Company grants RSUs to employees, consultants and non-employee directors (“Eligible Individuals”). The number, terms and conditions of the RSUs that are granted to Eligible Individuals are determined on an individual basis by the plan administrator. On the distribution date, the Company shall issue to the Eligible Individual one share of the Company’s common stock for each vested and nonforfeitable RSU. On March 18, 2022, the Company granted an aggregate of 24,876 4.21 A summary of the Company’s unvested RSUs as of September 30, 2022 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2022 293,480 Granted 24,876 Forfeited - Vested (110,270 ) Outstanding, September 30, 2022 208,086 There were 2,074 For the three months ended September 30, 2022 and 2021, the Company recognized compensation expense related to RSUs of $ 1.2 1.2 3.6 2.5 For the three months ended September 30, 2022 and 2021, the Company recognized compensation expense of $ 3.1 2.9 9.6 19.9 The Company’s unrecognized compensation expense was $ 10.8 |