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STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended
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Jun. 30, 2022
Equity [Abstract] |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT) Series A Preferred On November 8, 2021, in connection with the Company’s public offering, the Company’s Board of Directors adopted a resolution allowing for the authorization of and issuance of 1,543,458 shares of the Company’s Preferred Stock, $.01 par value per share, designated as Series A Preferred Stock (“Series A”). The Series A has a liquidation preference of $0.001 per share. Dividends Series A holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on an equivalent basis without preference with the holders of the shares of the Company’s common stock based upon the number of shares of common stock into which the Series A is then convertible. Voting Rights Series A holders shall be entitled to vote on all matters presented to the stockholders of the Company and shall be entitled to such number of votes that equal the number of shares of common stock into which each share of Series A held may be converted; provided, however, that in no event shall a Series A holder be entitled to vote more than 4.99% of the then outstanding shares of common stock. Conversion Optional Conversion - Each share of Series A shall be convertible, at any time, at the option of the Series A holder, into one share of common stock; provided, however, that in no event shall a Series A holder be entitled to convert any shares of Series A to the extent that such conversion would result in beneficial ownership by the Series A holder of more than 4.99% of the outstanding shares of common stock. Automatic Conversion – If an event occurs which has the effect of reducing a Series A holder’s beneficial ownership of shares of common stock to less than 4.5% of the then publicly disclosed outstanding shares of common stock, then, within five business days thereafter, the Series A holder shall provide notice to the Company to such effect. Such notice shall have the effect of a notice of conversion such that the Series A holder’s post-conversion ownership of common stock will be 4.99% of the then publicly disclosed outstanding shares of common stock. 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”). Pursuant to the 2021 Plan, a total of 1,175,000 shares of common stock are authorized to be issued pursuant to the grant of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards. As of June 30, 2022, based on stock options and restricted stock units currently outstanding under the 2021 Plan, no shares remain available for future grants under the 2021 Plan. 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 No warrants were granted or issued during the six months ended June 30, 2022 and 2021. A summary of the warrant activity during the six months ended June 30, 2022, is presented below: SCHEDULE OF WARRANT ACTIVITY
|  |  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  | Weighted |  |  | Average |  |  |  |
|  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  | Number of |  |  | Exercise |  |  | Life |  |  | Intrinsic |
|  | Warrants |  |  | Price |  |  | In Years |  |  | Value |
Outstanding, January 1, 2022 |  |  | 4,739,871 |  |  | $ | 11.78 |  |  |  | 4.9 |  |  | $ | - |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Expired |  |  | (138 | ) |  |  | 16,107.00 |  |  |  |  |  |  |  |  |
Outstanding, June 30, 2022 |  |  | 4,739,733 |  |  | $ | 10.92 |  |  |  | 4.4 |  |  | $ | - |
Exercisable, June 30, 2022 |  |  | 4,739,733 |  |  | $ | 10.92 |  |  |  | 4.4 |  |  | $ | - |
The following table presents information related to warrants at June 30, 2022: SCHEDULE OF STOCK WARRANTS
Warrants Outstanding |  |  | Warrants Exercisable |
|  |  |  |  |  | Weighted |  |  |  |
|  |  | Outstanding |  |  | Average |  |  | Exercisable |
Exercise |  |  | Number of |  |  | Remaining Life |  |  | Number of |
Price |  |  | Warrants |  |  | In Years |  |  | Warrants |
$ | 10.00 |  |  |  | 4,501,937 |  |  |  | 4.4 |  |  |  | 4,501,937 |
$ | 12.50 |  |  |  | 235,970 |  |  |  | 4.4 |  |  |  | 235,970 |
$ | 60.00 |  |  |  | 250 |  |  |  | 2.5 |  |  |  | 250 |
$ | 800.00 |  |  |  | 869 |  |  |  | 2.3 |  |  |  | 869 |
$ | 2,240.00 |  |  |  | 39 |  |  |  | 2.0 |  |  |  | 39 |
$ | 3,400.00 |  |  |  | 264 |  |  |  | 1.8 |  |  |  | 264 |
$ | 4,000.00 |  |  |  | 55 |  |  |  | 1.8 |  |  |  | 55 |
$ | 8,000.00 |  |  |  | 19 |  |  |  | 1.3 |  |  |  | 19 |
$ | 14,000.00 |  |  |  | 18 |  |  |  | 1.0 |  |  |  | 18 |
$ | 16,000.00 |  |  |  | 298 |  |  |  | 1.6 |  |  |  | 298 |
$ | 16,600.00 |  |  |  | 14 |  |  |  | 0.3 |  |  |  | 14 |
|  |  |  |  | 4,739,733 |  |  |  | 4.4 |  |  |  | 4,739,733 |
Stock Options The Company grants stock options to certain employees which is recognized as compensation expense on a straight-line basis over the vesting term of the grants. Vesting terms are generally two years, and grants expire between five and ten years. For the three months ended June 30, 2022 and 2021, the Company recognized compensation expense related to stock option grants of $1.9 million and $1.7 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized compensation expense related to stock option grants of $4.0 million and $15.6 million, respectively. The Company values these option grants using the Black-Scholes option pricing model. 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 Six Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2022 |  |  | 2021 |
Risk free interest rate |  |  | 2.42 | % |  |  | 1.71 | %
Expected term (years) |  |  | 3.50 |  |  |  | 5.50 |
Expected volatility |  |  | 286 | % |  |  | 228 | %
Expected dividends |  |  | 0.00 | % |  |  | 0.00 | %
The Company granted options for the purchase of 25,000 shares of common stock during the six months ended June 30, 2022, with a grant date fair value of $4.88 per share. At June 30, 2022, the unamortized compensation expense related to these grants was $0.1 million. The Company granted options for the purchase of 586,959 shares of common stock during the six months ended June 30, 2021, with a grant date fair value of $47.25 per share, after taking into effect the reverse stock split. At June 30, 2022, the unamortized compensation expense related to these grants was $5.7 million. A summary of the stock option activity during the six months ended June 30, 2022 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY
|  |  |  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  |  | Weighted |  |  | Average |  |  |  |
|  |  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  |  | Number of |  |  | Exercise |  |  | Life |  |  | Intrinsic |
|  |  | Options |  |  | Price |  |  | In Years |  |  | Value |
Outstanding, January 1, 2022 |  |  |  | 839,639 |  |  | $ | 18.73 |  |  |  | 9.5 |  |  |  | - |
Granted |  |  |  | 25,000 |  |  |  | 4.92 |  |  |  |  |  |  |  |  |
Forfeited |  |  |  | (30 | ) |  |  | 3,273.00 |  |  |  |  |  |  |  |  |
Outstanding, June 30, 2022 |  |  |  | 864,609 |  |  | $ | 18.73 |  |  |  | 8.8 |  |  | $ | - |
Exercisable, June 30, 2022 |  |  |  | 532,045 |  |  | $ | 17.50 |  |  |  | 9.0 |  |  | $ | - |
The following table presents information related to stock options at June 30, 2022: SCHEDULE OF STOCK OPTION BY EXERCISE PRICE
Options Outstanding |  |  | Options Exercisable |
|  |  |  |  |  | Weighted |  |  |  |
|  |  | Outstanding |  |  | Average |  |  | Exercisable |
Exercise |  |  | Number of |  |  | Remaining Life |  |  | Number of |
Price |  |  | Options |  |  | In Years |  |  | Options |
$ | 4.92 |  |  |  | 25,000 |  |  |  | 4.8 |  |  |  | - |
$ | 13.50 | (1) |  |  | 838,550 |  |  |  | 9.0 |  |  |  | 530,994 |
$ | 1,040.00 |  |  |  | 44 |  |  |  | 7.3 |  |  |  | 44 |
$ | 3,000.00 |  |  |  | 1,004 |  |  |  | 4.6 |  |  |  | 996 |
$ | 22,800.00 |  |  |  | 1 |  |  |  | 2.0 |  |  |  | 1 |
$ | 48,200.00 - $52,000.00 |  |  |  | 9 |  |  |  | 1.5 |  |  |  | 9 |
$ | 120,000.00 |  |  |  | 1 |  |  |  | 0.4 |  |  |  | 1 |
|  |  |  |  | 864,609 |  |  |  | 8.8 |  |  |  | 532,045 |
| (1) | Subject to reduction to $5.08 per share in the event of stockholder approval of certain amendments to the 2021 Plan.
Restricted Stock Units Pursuant to the 2021 Plan, the Company grants RSUs to employees, consultants and 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 plan administrator. On the distribution date, the Company shall issue to the Eligible Individual one share of the Company’s common stock for each vested and nonforfeitable RSU. On March 18, 2022, the Company, granted an aggregate of 24,876 RSUs to its Chief Executive Officer, President and Chairman of the Board and its Vice President, Research and Development with a fair value of $4.21 per share. The RSUs vest in twelve equal monthly installments. A summary of our unvested RSUs as of June 30, 2022 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS
|  | Number of |
|  | Shares |
Outstanding, January 1, 2022 |  |  | 293,479 |
Granted |  |  | 24,876 |
Forfeited |  |  | - |
Vested |  |  | (104,052 | )
Outstanding, June 30, 2022 |  |  | 214,303 |
The following table presents information related to stock compensation expense: SCHEDULE OF STOCK COMPENSATION EXPENSE
|  | For the Three Months Ended |  |  | For the Six Months Ended |  |  | Unrecognized at |  |  | Weighted Average Remaining Amortization |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | Period |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |  |  | 2022 |  |  | (Years) |
Consulting |  | $ | 23,210 |  |  | $ | - |  |  | $ | 96,029 |  |  | $ | - |  |  | $ | - |  |  |  | - |
Research and development |  |  | - |  |  |  | 24,304 |  |  |  | - |  |  |  | 49,245 |  |  |  | - |  |  |  | - |
General and administrative |  |  | 3,080,941 |  |  |  | 2,902,160 |  |  |  | 6,384,025 |  |  |  | 16,953,806 |  |  |  | 13,843,633 |  |  |  | 1.4 |
|  | $ | 3,104,151 |  |  | $ | 2,926,464 |  |  | $ | 6,480,054 |  |  | $ | 17,003,231 |  |  | $ | 13,843,633 |  |  |  | 1.4 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
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