Business Context and Reporting Period
Company: Biorestorative Therapies, Inc. (BRTX)
Filing Type: Form 8-K (Current Report)
Date of Report: June 10, 2026
Principal Event: Entry into a Material Definitive Agreement (Revolving Loan Agreement) and subsequent changes to the Board of Directors.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, or operating margins. The primary financial disclosure relates to a new debt facility:
- Debt Facility: Revolving Loan Agreement with Bowery Group LLC.
- Maximum Principal Amount: Up to $1,000,000.
- Interest Rate: 12% per annum.
- Default Interest Rate: 16% per annum.
- Maturity: One year from the closing of each Loan.
- Use of Proceeds: General corporate purposes.
Material Changes
Board of Directors Restructuring:
- Resignations: Effective June 11, 2026, Francisco Silva, Nickolay Kukekov, and Patrick F. Williams resigned as directors.
- Appointments: Effective June 12, 2026, the Board appointed three new directors designated by the Lender (Bowery Group LLC):
- Mika Grasso: Class II director (term expires 2028); Chair of Audit Committee; member of Compensation Committee.
- Katharyn Field: Class I director (term expires 2027); Chair of Nominating Committee.
- Jatinder Dhaliwal: Class III director (term expires 2026); member of Audit, Compensation, and Nominating Committees.
- Continuing Leadership: Lance Alstodt remains Chairman of the Board; David Rosa remains a director and Chair of the Compensation Committee.
Guidance, Risks, and Contingencies
Management Commentary: The filing indicates the new directors are independent per Nasdaq standards, with Mika Grasso qualifying as an audit committee financial expert. Compensation for new directors aligns with standard non-employee director rates.
Risks and Contingencies:
- Default Provisions: The agreement contains customary events of default. Upon default, the entire outstanding principal, accrued interest, and costs become immediately due and payable at a 16% default interest rate.
- Repayment Terms: Loans must be repaid in full on the Maturity Date (one year from closing) or prepaid earlier. No new loans may be requested within ten business days of the Maturity Date.
- Conditional Resignation: The Revolving Loan Agreement outlines specific circumstances under which the new directors may be deemed to have resigned.
Investor Verification Checklist
- Verify the actual drawdown amount under the $1,000,000 revolving facility, as the filing only discloses the maximum available.
- Review the full text of the Revolving Loan Agreement (Exhibit 10.1) for specific "Events of Default" triggers.
- Confirm the current cash position of the company to assess the immediate impact of the 12% interest obligation.
- Monitor the composition of the Board of Directors to ensure the new Lender-designated directors maintain their independence status.