BioRestorative Therapies Inc.
06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:57
Management Change/Compensation (Form 8-K)
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
Effective June 11, 2026, pursuant to the Revolving Loan Agreement, Francisco Silva, Nickolay Kukekov and Patrick F. Williams resigned as directors of the Company.
(d)
On June 12, 2026, pursuant to the Revolving Loan Agreement, the remaining members of the Company's Board of Directors (the "Board") appointed Mika Grasso, Katharyn Field and Jatinder Dhaliwal (collectively, the "New Directors"), designees of the Lender, as directors of the Company. Mr. Grasso was appointed as a Class II director whose term will expire at the Company's annual meeting of stockholders in 2028. He has been appointed as Chair of the Audit Committee and a member of the Compensation Committee. Ms. Field was appointed as a Class I director whose term will expire at the Company's annual meeting of stockholders in 2027. She has been appointed as Chair of the Nominating Committee. Mr. Dhaliwal was appointed as a Class III director whose term will expire at the Company's annual meeting of stockholders in 2026. He has been appointed a member of the Audit Committee, Compensation Committee and Nominating Committee. The Board has determined that each of Mr. Grasso, Ms. Field and Mr. Dhaliwal is "independent" in accordance with the listing standards of the Nasdaq Stock Market and that Mr. Grasso qualifies as an "audit committee financial expert", as that term is defined in Item 407(d)(5) of Regulation S-K.
Mika Grasso, age 28, is an Investment Director at a family office, where he oversees the firm's direct investment and co-investment activities, driving portfolio construction and capital deployment across private markets. Prior to serving as an Investment Director, Mr. Grasso served as a Finance Associate for Zions Capital Markets from November 2023 until March 2025, as an Investment Banking Associate at Paulson Investment Company from February 2022 until November 2023, as an Analyst at Goldman Sachs from August 2021 to February 2022, and as an Analyst on the Real Assets Team at Power Systems Management from May 2020 to August 2021. Mr. Grasso previously served as a director of Nuwellis, Inc. (Nasdaq:NUWE) from January 2026 to March 2026. Mr. Grasso received his M.S. in Finance with a concentration in Investment Management and his B.S. in Business Administration both from the University of Colorado Boulder, Leeds School of Business.
Katharyn Field, age 43, is the Chief Executive Officer of iSpecimen Inc. (Nasdaq: ISPC), where she oversees performance improvement and the redevelopment of the proprietary software platform. Prior to serving as Chief Executive Officer, she served as President, Chairman, and as an independent director of iSpecimen Inc. She has served as a director of LogProstyle (Nasdaq: LGPS) since September 2024, and as an Executive Director of Akanda Corporation (Nasdaq: AKAN) since June 2022. She previously served as a director of Nuwellis, Inc. (Nasdaq:NUWE) from January 2026 to March 2026, Virpax Pharmaceuticals Inc. (OTCPK: VPRX) from July 2024 to April 2025, and Aerwins Technologies Inc. (OTCPK: AWIN) from May 2023 to May 2024. Ms. Field previously served in various roles at Halo Collective Inc. (OTCQX: HCANF), including as Chief Executive Officer and Chairman from 2022 to 2025, as President from 2020 to 2022, and as Chief Strategy Officer from 2019 to 2020, and also served as Executive Vice President, Corporate Development for MariMed Inc. (OTCMKTS: MRMD) from 2018 to 2019. Ms. Field received her MBA with a concentration in Strategy and Economics from Columbia Business School and a B.A. in Public Policy, with a Minor in Art History, from Stanford University.
Jatinder Dhaliwal, age 38, is a registered pharmacist who has served as chief executive officer and director of multiple publicly traded companies listed on Canadian (CSE, TSX) and U.S. (Nasdaq) exchanges. Since June 2022, Mr. Dhaliwal has served as a director, and as chairman of the board, of Akanda Corp. (Nasdaq: AKAN). He has served as Chief Executive Officer and a director of Binovi Technologies Corp. since January 2022, as Chief Executive Officer and a director of Global Health Clinics Ltd. since March 2019 and as Chief Executive Officer and a director of Virpax Pharmaceuticals, Inc. (OTCPK: VPRX) since July 2024. Mr. Dhaliwal served as Chief Executive Officer and director of Kiaro Holdings Corp. from July 2022 until May 2023. Previously, he served as Chief Executive Officer and a director of EGF Theramed Health Corp. from January 2020 to August 2022, as a director of Makara Mining from August 2021 until September 2022, as a director of LQR House Inc. (Nasdaq: LQR) from August 2023 until October 2024, and as a director of Intact Gold Corp. from August 2019 until June 2020. Mr. Dhaliwal holds a Bachelor of Pharmacy from the University of British Columbia and a Bachelor of Science in Biology from the University of Victoria.
Each of the New Directors will be entitled to receive the standard compensation available to the Company's current non-employee directors.
There are no family relationships between any of the New Directors and any of the Company's directors or executive officers. None of the New Directors have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Except as provided for in the Revolving Loan Agreement, there were no arrangements or understandings by which any of the New Directors was appointed as a member of the Board of Directors.
Following the appointment of the New Directors, Lance Alstodt will remain as Chairman of the Board of the Company and David Rosa will continue to serve as a director of the Company. Mr. Rosa has been appointed as Chair of the Compensation Committee and will continue to serve as a member of the Audit Committee and Nominating Committee.
Reference is made to the Revolving Loan Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference for certain circumstances under which the New Directors will be deemed to have resigned as directors.
BioRestorative Therapies Inc. published this content on June 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 12, 2026 at 20:57 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]