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 2, 2026

BioRestorative Therapies, Inc.

(Exact name of registrant as specified in its charter)

40 Marcus Drive, Suite 1, Melville, New York 11747

(Address of principal executive offices, including zip code)

(631) 760-8100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 3.03. Material Modification to Rights of Security Holders.

On September 2, 2026, BioRestorative Therapies, Inc. (the “Company”) filed a Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effect a one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Certificate of Change will become effective at 4:30 p.m., Eastern Time, on September 7, 2026 (the “Effective Time”). The Reverse Stock Split was approved by the Company’s Board of Directors by unanimous written consent dated August 27, 2026, without stockholder approval, as permitted under Section 78.207 of the Nevada Revised Statutes (the “NRS”).

At the Effective Time, every twenty (20) shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically combined and reclassified into one (1) share of Common Stock, without any change to the par value of $0.0001 per share. As a result, the number of shares of Common Stock issued and outstanding will be reduced from 27,622,556 shares to approximately 1,381,128 shares (subject to adjustment for the treatment of fractional shares described below). No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split; in lieu thereof, each holder of record who would otherwise have been entitled to receive a fractional share of Common Stock will be entitled to receive one (1) whole share of Common Stock, rounded up to the nearest whole share. Shares held in street name through a bank, broker, or other nominee will be treated in accordance with the procedures of such bank, broker, or nominee, which may differ from the treatment of holders of record; beneficial holders should contact their bank, broker, or nominee with any questions. The Reverse Stock Split will affect all holders of Common Stock uniformly and will not alter any holder’s percentage ownership interest in the Company, except for de minimis changes resulting from the treatment of fractional shares.

In accordance with NRS 78.207, the number of authorized shares of Common Stock will be decreased at the Effective Time in the same proportion as the decrease in the number of issued and outstanding shares of Common Stock, from 1,500,000,000 shares to 75,000,000 shares. The number of authorized shares of the Company’s preferred stock, par value $0.01 per share, will remain unchanged at 20,000,000 shares.

Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding stock options, warrants, and other equity-based awards, and to the applicable exercise or conversion prices thereof, in accordance with their respective terms, and to the number of shares of Common Stock reserved for issuance under the Company’s 2021 Stock Incentive Plan.

The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the opening of trading on September 8, 2026, under the existing trading symbol “BRTX” and under a new CUSIP number, 090655705.

The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 7.01. Regulation FD Disclosure.

On September 2, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.