8-K: Current report
Published on September 25, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (631 ) 760-8100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
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 revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 18, 2025, BioRestorative Therapies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the nominees as the Class II directors, (ii) approved an amendment to the Company’s 2021 Stock Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized to be issued pursuant to the Plan from 6,850,000 to 9,850,000, (iii)
ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and (iv) approved, on a non-binding advisory basis, the compensation of the Company’s executive
officers.
The following is a listing of the votes cast for or withheld, and the number of broker non-votes, with respect to the nominees
for Class II directors and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon at the Annual Meeting, as applicable.
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1.
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Election of Class II Directors:
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Number of Shares
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For
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Withheld
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Broker Non-Votes
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Francisco Silva
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1,591,913
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73,999
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3,328,582
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David Rosa
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1,473,937
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191,975
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3,328,582
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2.
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Approval of amendment to the Company’s 2021 Stock Incentive Plan:
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For
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1,340,653
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Against
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289,308
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Abstentions
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35,951
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Broker Non-Votes
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3,328,582
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3.
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Ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2025:
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For
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4,718,630
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Against
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271,000
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Abstentions
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4,864
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4.
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Approval, on a non-binding advisory basis, of the compensation of the Company’s executive officers:
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For
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1,539,396
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Against
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106,661
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Abstentions
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19,855
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Broker Non-Votes
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3,328,582
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| BIORESTORATIVE THERAPIES, INC. |
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Dated: September 25, 2025
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By:
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/s/ Robert Kristal |
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| Robert Kristal |
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| Chief Financial Officer |
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