STOCKHOLDERS’ EQUITY | NOTE 5 - STOCKHOLDERS’ EQUITY 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 9.99 4.99 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; 9.99 Automatic Conversion – From time to time, if 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 April 4, 2023, Auctus converted 120,000 120,000 1,398,158 Common Stock On July 13, 2023, the Company sold an aggregate of 685,033 3.03 1.9 BRTX-100 ThermoStem Program 4,667,641 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”). The 2021 Plan was approved by the Company’s stockholders on August 17, 2021. Pursuant to the 2021 Plan, a total of 1,175,000 shares of common stock were initially authorized to be issued pursuant to the grant of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards. On December 10, 2021, the Company’s Board of Directors approved an amendment to increase the number of shares of Common Stock authorized to be issued from 1,175,000 to 2,500,000 . Such amendment was approved by the Company’s stockholders on November 3, 2022. On July 13, 2023, the Company’s Board of Directors approved an amendment to the 2021 Plan to increase the number of shares of common stock authorized to be issued from 2,500,000 to 3,850,000 . 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. Stock Options There were no 629,017 1,745,000 There were no 25,000 122,117 In applying the Black-Scholes option pricing model to stock options granted during the nine months ended September 30, 2023 and 2022, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the For the September 30, September 30, 2023 2022 Risk free interest rate 4.22 % 2.42 % Expected term (years) 3.50 3.50 Expected volatility 175 % 286 % Expected dividends 0.00 % 0.00 % A summary of the stock option activity during the nine months ended September 30, 2023 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding, January 1, 2023 864,639 $ 5.08 Granted 629,017 2.91 Expired - - Forfeited (26,766 ) 5.08 Outstanding, September 30, 2023 1,466,890 $ 4.17 Exercisable, September 30, 2023 1,122,671 $ 4.69 Restricted Stock Units Pursuant to the Company’s 2021 Stock Incentive 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. A summary of the Company’s unvested RSUs as of September 30, 2023 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, December 31, 2022 201,870 Granted - Forfeited - Vested (104,043 ) Outstanding, September 30, 2023 97,827 The following table presents stock compensation by award type: SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE For the Three Months Ended 2023 2022 Options $ 329,571 $ 1,865,297 RSUs 1,164,135 1,190,349 Shares issued for services - 18,923 $ 1,493,706 $ 3,074,528 For the Nine Months Ended 2023 2022 Options $ 2,841,533 $ 5,869,543 RSUs 3,477,020 3,544,782 Shares issued for services - 140,245 $ 6,318,553 $ 9,554,570 Stock based compensation is included in General and administrative expenses on the unaudited condensed consolidated statements of operations. As of September 30, 2023, unrecognized stock based compensation expense is $ 872,304 with a weighted average remaining amortization period of 0.87 years. |