aibioBioRestorative gets Nasdaq late-filing notice, then does a 1-for-20 reverse split
Tickers BRTX
Nasdaq flagged a missing June-quarter 10-Q on Aug. 21. Days later the company announced a reverse split that cut its shares outstanding to about 1.38 million to fix a separate bid-price shortfall.
Key facts
- Company
- BioRestorative Therapies, Inc. (NASDAQ: BRTX)
- News type
- Listings
- Primary source
- SEC EDGAR, BioRestorative Therapies Form 8-K (press release)
BioRestorative Therapies disclosed two Nasdaq-related matters within two weeks in late summer. On Aug. 21 it received a notice for failing to file its quarterly report on time. On Sept. 2 it announced a 1-for-20 reverse stock split that it said is intended to regain compliance with Nasdaq's $1.00 minimum bid price requirement.
The late-filing notice, reported in an 8-K signed Aug. 25, says the company could not timely file its Form 10-Q for the quarter ended June 30, 2026. Nasdaq cited Listing Rule 5250(c)(1), which requires listed companies to file all required periodic financial reports on time. The notice has no immediate effect on the listing of BioRestorative's common stock, which trades on the Nasdaq Capital Market as BRTX.
The details
On the late filing, the company said it is working to file the 10-Q and submit a compliance plan. The plan was due to Nasdaq by Oct. 20. If Nasdaq accepts it, the exchange can grant an exception of up to 180 calendar days from the 10-Q's due date, through Feb. 16, 2027. If Nasdaq rejects the plan, the company can appeal to a Nasdaq Hearings Panel. The 8-K does not give the original due date of the 10-Q, and the filings reviewed do not say whether the plan was accepted.
The reverse split is aimed at the bid price. In its Sept. 2 press release, the company said it was effecting the split "with the intention of regaining compliance" with the $1.00 minimum bid requirement of Nasdaq Listing Rule 5550(a)(2). Every twenty shares of issued and outstanding common stock convert automatically into one share. The company said the split was expected to take effect at 4:30 p.m. Eastern on Sept. 7, with split-adjusted trading to begin Sept. 8 under the same BRTX symbol and a new CUSIP, 090655705.
Share counts shrink fast. Outstanding shares fell from 27,622,556 as of Aug. 28 to about 1,381,128. Authorized shares were cut in proportion, from 1,500,000,000 to 75,000,000. Par value stays at $0.0001. Holders of record who would have received a fractional share get one whole share instead. Options, warrants and equity awards, along with the 2021 Stock Incentive Plan reserve, were adjusted in proportion. The release says stockholder approval was not required under Nevada law, and the company filed a certificate of change with the Nevada Secretary of State.
Context
BioRestorative describes its lead candidate, BRTX-100, as being in a Phase 2 trial for chronic lumbar disc disease. The company also has a ThermoStem metabolic program and a biocosmeceutical platform, according to the release as republished on Finviz. Neither the late-filing notice nor the split announcement mentions clinical results.
The two fixes work differently. A reverse split can lift the quoted price at once, while a late-filing notice stays open until the missing report exists.
What it means for investors
A 1-for-20 split changes the share count, not the size of the company. After the split, about 1.38 million shares remain outstanding, so each holder owns a twentieth as many shares, and the market value of a holding should not change on the split alone. The release itself says the price may not stay above $1.00, and it flags a further risk: Nasdaq rules limit additional reverse splits within a one-year period. That leaves the company with less room to repeat the fix if the price slides again.
The late 10-Q is the less visible issue. The 8-K says only that the company is working to complete and file the 10-Q. It does not say why the filing was late, and this story does not guess.
The release also warns of a third risk: the split could cause non-compliance with another Nasdaq requirement, such as the minimum number of publicly held shares.
What to watch
The compliance plan for the late 10-Q was due Oct. 20, so the next item is Nasdaq's decision and the filing of the 10-Q itself. If the plan is accepted, the outer date is Feb. 16, 2027. On the bid price, the test is whether BRTX holds a closing bid of at least $1.00 after split-adjusted trading was scheduled to begin on Sept. 8.