STOCKHOLDERS’ EQUITY (DEFICIT) | Note 7 - 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 designation and issuance of 1,543,158 .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. 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; provided, however, that in no event shall a Series B holder be entitled to convert any shares of Series B to the extent that such conversion would result in beneficial ownership by such Series B holder of more than 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 On October 25, 2022, Auctus converted 25,000 25,000 1,518,158 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 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 2,500,000 838,549 13.50 5.08 (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. The impact resulting from the amendments was immaterial to the Company’s financial statements. Compensatory Common Stock Issuance During the year ended December 31, 2022, the Company issued 15,898 135,888 5,000 25,476 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 On October 21, 2021, the Company issued 22,917 25,000 During the year ended December 31, 2021, the Company issued an aggregate of 147,832 170,473 During the year ended December 31, 2022, the Company issued 51,370 A summary of the warrant activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life In Years Aggregate Intrinsic Value Outstanding, January 1, 2021 3,750,598 $ 4.40 - Issued 4,862,710 9.91 - Exercised (195,473 ) 4.00 - Exchanged or forfeited (3,677,964 ) 3.39 - Outstanding, December 31, 2021 4,739,871 $ 11.78 4.9 - Granted 51,370 2.92 - Exercised - - - Expired (159 ) 16,083 - Outstanding, December 31, 2022 4,791,082 10.71 3.9 - Exercisable, December 31, 2022 4,791,082 $ 10.71 3.9 - In applying the Black-Scholes option pricing model to warrants granted during 2022 and 2021, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS 2022 2021 Risk free interest rate 4.40 % 0.98 % Expected term (years) 5.00 4.10 5.00 Expected volatility 313.55 % 314.00 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2022 and 2021 was $ 2.28 11.77 The following table presents information related to stock warrants at December 31, 2022: SCHEDULE OF STOCK WARRANTS Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life In Years Exercisable Number of Warrants $ 2.92 51,370 4.9 51,370 $ 10.00 4,501,937 3.9 4,501,937 $ 12.00 235,970 3.9 235,970 $ 60.00 250 2.0 250 $ 800.00 869 1.8 869 $ 2,240.00 50 1.1 50 $ 2,800.00 264 1.2 264 $ 3,400.00 264 1.2 264 $ 4,000.00 55 1.1 55 $ 8,000.00 19 0.8 19 $ 14,000.00 18 0.5 18 $ 16,000.00 16 0.3 16 4,791,082 4,791,082 Stock Options On March 18, 2021, the Company, pursuant to two employment agreements, granted to its Chief Executive Officer, President and Chairman of the Board and its Vice President, Research and Development options to purchase an aggregate of 586,959 vested to the extent of 50% on the date of grant, 25% on the one-year anniversary of the grant date and 25% on the two-year anniversary of the grant date. On November 4, 2021, the Company granted options to purchase an aggregate of 140,824 10,490 140,824 42,059 25,236 Such options are exercisable to the extent of 50% on the date of grant and 50% quarterly over a period of two years commencing one year from the date of grant. On November 4, 2021, the Company granted options to purchase an aggregate of 110,767 On December 10, 2021, the Company reduced the exercise price of all options from $ 13.50 5.08 Compensation - Stock Compensation The Company granted an option for the purchase of 25,000 A summary of the option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Aggregate Intrinsic Value Outstanding, January 1, 2021 1,215 5.08 Granted 838,550 5.08 Expired (126 ) 5.08 Outstanding, January 1, 2022 839,639 5.08 Granted 25,000 4.92 Forfeited - - Expired - - Outstanding, December 31, 2022 864,639 5.08 7.8 - Exercisable, December 31, 2022 578,628 5.08 7.8 The weighted average grant date fair value of the stock options granted during the years ended December 31, 2022 and 2021, was approximately $ 4.88 5.05 In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS 2022 Risk free interest rate 2.42 % Expected term (years) 3.50 Expected volatility 285.91 % Expected dividends 0.00 % Restricted Stock Units Pursuant to the 2021 Plan, the Company may grant restricted stock units (“RSUs”) to employees, consultants or 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 2021 Plan administrator. On the distribution date, the Company shall issue to the Eligible Individual one unrestricted, fully transferable share of the Company’s common stock (or the fair market value of one such share in cash) for each vested and nonforfeitable RSU. On March 18, 2021, the Company, pursuant to two employment agreements, granted an aggregate of 293,479 47.60 13,969,624 On March 18, 2022, the Company granted an aggregate of 24,876 4.21 A summary of the unvested RSUs as of December 31, 2022 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2022 293,480 Granted 24,876 Forfeited - Vested (116,486 ) Outstanding, December 31, 2022 201,870 The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Years Ended December 31, Unrecognized at December 31, Weighted Average Remaining Amortization Period 2022 2021 2022 (Years) Research and development - 81,479 803,257 General and administrative 12,612,862 23,027,476 1,294,684 0.73 12,612,862 23,108,955 2,097,941 The following table presents stock compensation by award type: SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE For the Years Ended December 31, 2022 2021 Options 7,741,864 19411976 RSUs 4,735,108 3,671,503 Shares issued for services 135,890 25,476 12,612,862 23,108,955 |