BRTX Biorestorative Therapies, Inc. - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(e)

On May 27, 2026, BioRestorative Therapies, Inc. (the “Company”) and Lance Alstodt, its President, Chief Executive Officer and Chairman of the Board, entered into an employment agreement (the “Alstodt Employment Agreement”) which provides for a term ending on May 27, 2029.  Pursuant to the Alstodt Employment Agreement, Mr. Alstodt is entitled to receive an annual salary of $600,000 (the same as currently in effect for Mr. Alstodt).

On May 27, 2026, the Company and Robert Kristal, its Chief Financial Officer, entered into an employment agreement (the “Kristal Employment Agreement”) which provides for a term ending on May 27, 2029.  Pursuant to the Kristal Employment Agreement, Mr. Kristal is entitled to receive an annual salary of $350,000 (the same as currently in effect for Mr. Kristal).

The foregoing descriptions of the Alstodt Employment Agreement and the Kristal Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Alstodt Employment Agreement and the Kristal Employment Agreement filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders .

On May 26, 2026, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 1,500,000,000 .

The following is a listing of the votes cast for and against, as well as abstentions, with respect to the matter voted upon at the Special Meeting.

1.

Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 1,500,000,000:

For

9,868,606

Against

2,389,059

Abstentions

179,207

2

Item 9.01

Financial Statements and Exhibits .

(d)

Exhibits .

Number

Description

3.1

Certificate of Amendment of Amended and Restated Articles of Incorporation of the Company

99.1

Employment Agreement, dated as of May 27, 2026, by and between the Company and Lance Alstodt

99.2

Employment Agreement, dated as of May 27, 2026, by and between the Company and Robert E. Kristal

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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