BioRestorative Therapies (BRTX) Proxy filing summary

Executive summary

• Special Meeting of Stockholders scheduled for May 26, 2026, to vote on two key proposals.

• Proposals include increasing authorized common stock from 75,000,000 to 1,500,000,000 and authorizing adjournment to solicit more proxies if needed.

• Proxy materials are available online, with voting accessible by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to amend the Articles of Incorporation to increase authorized common stock to 1.5 billion shares.

• Proposal 2 authorizes adjournment of the meeting to solicit additional proxies if necessary.

• Both proposals require a majority of shares present or represented by proxy to pass.

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Board of Directors is soliciting proxies and will bear all solicitation costs.

• Board has authority to issue additional shares without further stockholder approval, except as required by law or exchange rules.

• Articles of Incorporation provide for a classified Board and advance notification requirements for nominations and proposals.