STOCKHOLDERS’ EQUITY | Note 7 - 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, in the event that an event occurs 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 On April 4, 2023, Auctus converted 120,000 120,000 1,398,158 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”). 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 1,175,000 2,500,000 2,500,000 3,850,000 Compensatory Common Stock Issuance During the year ended December 31, 2022, the Company issued 15,898 135,888 1,442 7,500 Sales of Common Stock In April 2023, the Company entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC (the “Sales Agent”) under which the Company currently has the ability to issue and sell shares of its Common Stock, from time to time, through the Sales Agent, up to an aggregate offering price of approximately $ 6,109,000 132,827 4.68 494,782 5,487,000 On July 13, 2023, the Company sold an aggregate of 685,033 3.03 1,853,990 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 A summary of the warrant activity during the year ended December 31, 2023 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price In Years Outstanding, January 31, 2023 4,791,082 $ 10.71 Granted - Exercised - Expired (63 ) 10,397 Outstanding, December 31, 2023 4,791,019 $ 10.57 2.9 Exercisable, December 31, 2023 4,791,019 $ 10.57 2.9 In applying the Black-Scholes option pricing model to warrants granted during 2022, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTIONS For the Year Ended December 31, 2022 Risk free interest rate 4.40 % Expected term (years) 5.00 Expected volatility 313.55 % Expected dividends 0.00 % The weighted average estimated fair value of the warrants granted during the year ended December 31, 2022 was $ 2.28 The following table presents information related to stock warrants at December 31, 2023: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 2.92 51,370 3.9 51,370 $ 10.00 4,501,938 2.9 4,501,938 $ 12.00 235,970 2.9 235,970 $ 60.00 250 1.0 250 $ 800.00 869 0.8 869 $ 2,240.00 39 0.5 39 $ 2,800.00 264 0.3 264 $ 3,400.00 264 0.3 264 $ 4,000.00 55 0.1 55 4,791,019 4,791,019 Stock Options A summary of the option activity during the year ended December 31, 2023 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 31, 2023 864,639 $ 5.08 Granted 629,017 2.91 Exercised - Forfeited (26,764 ) 4.87 Outstanding, December 31, 2023 1,466,892 $ 4.11 7.4 $ - Exercisable, December 31, 2023 1,201,526 $ 4.33 7.1 $ - The weighted average grant date fair value of the stock options granted during the years ended December 31, 2023 and 2022 was approximately $ 3.00 4.88 The following table presents information related to stock options at December 31, 2023: SCHEDULE OF INFORMATION RELATED TO STOCK OPTIONS Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.91 654,017 7.5 412,604 $ 5.08 812,875 6.9 788,922 1,466,892 1,201,526 In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the Years Ended December 31, 2023 2022 Risk free interest rate 4.22 % 2.42 % Expected term (years) 3.50 3.50 Expected volatility 175.00 % 285.91 % Expected dividends 0.00 % 0.00 % Restricted Share Units Pursuant to the 2021 Plan, the Company may grant restricted stock units (“RSUs”) to employees, consultants or non-employee directors (“Eligible Recipients”). The number, terms and conditions of the RSUs that are granted to Eligible Recipients are determined on an individual basis by the 2021 Plan administrator. On the distribution date, the Company shall issue to the Eligible Recipient 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 unvested RSUs as of December 31, 2023 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Non-vested at January 1, 2023 201,870 Granted - Vested (104,043 ) Forfeited - Non-vested at December 31, 2023 97,827 Stock-Based Compensation Expense The following table presents information related to stock-based compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Years Ended Unrecognized at Weighted Average Remaining Amortization December 31, December 31, Period 2023 2022 2023 (Years) General and administrative $ 7,782,967 $ 12,612,862 $ 1,557,071 0.83 Total $ 7,782,967 $ 12,612,862 $ 1,557,071 0.83 |