BioRestorative Therapies Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDEDDECEMBER 31,2024 FOR THE TRANSITION PERIOD FROM__________ TO__________ Commission File Number001-37603 BIORESTORATIVE THERAPIES, INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ 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 thepreceding 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 90days.Yes☒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-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $11,463,696based on the closing sale priceas reported on the Nasdaq Capital Market. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.Yes☒No☐ As of March 26, 2025, there were7,504,780shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCENone INDEX PageNo.Forward-Looking Statements3PART I3Item 1.Business.3Item 1A.Risk Factors.36Item 1B.Unresolved Staff Comments.68Item 1C.Cybersecurity.68Item 2.Properties.69Item 3.Legal Proceedings.69Item 4.Mine Safety Disclosures.69PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.70Item 6.[Reserved].70Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.70Item 7A.Quantitative and Qualitative Disclosures About Market Risk.78Item 8.Financial Statements and Supplementary Data.78Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.78Item 9A.Controls and Procedures.78Item 9B.Other Information.80Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.80PART IIIItem 10.Directors, Executive Officers and Corporate Governance.81Item 11.Executive Compensation.85Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.88Item 13.Certain Relationships and Related Transactions, and Director Independence.90Item 14.Principal Accountant Fees and Services.91PART IVItem 15.Exhibits and Fi