BioRestorative Announces Closing of $5.0 Million Public Offering

Rhea-AI Summary

BioRestorative Therapies (NASDAQ:BRTX) closed a public offering on Feb 13, 2026, raising approximately $5.0 million gross through sale of 14,285,715 common shares (or pre-funded warrants) and warrants to purchase 14,285,715 shares at $0.35 per share.

The warrants are immediately exercisable, expire in five years, and net proceeds will fund BRTX-100 clinical trials, ThermoStem preclinical R&D, biocosmeceuticals development, and general corporate purposes.

Positive

• $5.0M gross proceeds from the offering
• Proceeds earmarked for BRTX-100 clinical trials
• Funding allocated to ThermoStem pre-clinical R&D
• Supports development of commercial biocosmeceuticals platform

Negative

• 14.3M shares issued, causing immediate shareholder dilution
• Warrants exercisable at $0.35 could trigger further dilution
• Gross proceeds reduced by placement agent fees and expenses

News Market Reaction

+16.09% 6.9x vol

28 alerts

+16.09% News Effect

+34.5% Peak Tracked

-8.5% Trough Tracked

+$351K Valuation Impact

$3M Market Cap

6.9x Rel. Volume

On the day this news was published, BRTX gained 16.09%, reflecting a significant positive market reaction. Argus tracked a peak move of +34.5% during that session. Argus tracked a trough of -8.5% from its starting point during tracking. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $351K to the company's valuation, bringing the market cap to $3M at that time. Trading volume was exceptionally heavy at 6.9x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 14,285,715 shares Warrants issued: 14,285,715 warrants Offering price: $0.35 per share +5 more

8 metrics

Shares offered 14,285,715 shares Common stock (or pre-funded warrants) in public offering

Warrants issued 14,285,715 warrants Warrants to purchase common stock in the offering

Offering price $0.35 per share Combined public offering price per share or pre-funded warrant plus warrant

Warrant exercise price $0.35 per share Exercise price for warrants issued in the deal

Warrant term 5 years Warrants immediately exercisable, expiring five years from issuance

Gross proceeds $5.0 million Gross proceeds before placement agent fees and expenses

Form S-1 file number File No. 333-293322 Registration statement declared effective on February 11, 2026

Effective date February 11, 2026 SEC effectiveness of Form S-1 for this offering

Market Reality Check

Price: $0.2670 Vol: Volume 31,801,601 is 10.0...

high vol

$0.2670 Last Close

Volume Volume 31,801,601 is 10.08x the 20-day average of 3,153,360, indicating heavy trading before this update. high

Technical Shares trade below the 200-day MA at $1.44 and remain far under the $2.50 52-week high.

Peers on Argus

Momentum scanner flagged the target as moving down while peers like BIVI (+14.41...

2 Up

Momentum scanner flagged the target as moving down while peers like BIVI (+14.41%) and PHGE (-2.23% sector-wide) show mixed moves, pointing to stock-specific dynamics around this offering.

Previous Offering Reports

2 past events · Latest: Feb 11 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	$5M offering priced	Negative	-35.4%	Pricing of $5M unit offering with immediate five-year warrants at $0.35.
Oct 06	Registered direct deal	Negative	+2.0%	$1.085M registered direct offering priced above market with attached warrants.

Pattern Detected

Offering-related news has produced mixed reactions, with an average same-tag move of -16.7%, including one sharp selloff and one modest gain.

Recent Company History

Recent news shows a financing-heavy trajectory for BioRestorative. On Oct 6, 2025, it announced a $1.085M registered direct offering, followed by the $5.0M public offering pricing on Feb 11, 2026. Both financings fund BRTX-100 trials, ThermoStem development, and the biocosmeceuticals platform. The current closing of the $5.0M deal continues this pattern of equity-based capital raising to support late-stage clinical work and corporate needs.

Historical Comparison

-16.7% avg move · In the past two offering announcements, BRTX’s average move was -16.7%. Today’s closing of the $5.0M...

offering

-16.7%

Average Historical Move offering

In the past two offering announcements, BRTX’s average move was -16.7%. Today’s closing of the $5.0M unit deal extends this pattern of equity financings.

Historical offering events show a recurring use of equity and warrants to fund BRTX-100 trials, ThermoStem R&D, and the biocosmeceuticals platform.

Market Pulse Summary

The stock surged +16.1% in the session following this news. A strong positive reaction aligns with h...

Analysis

The stock surged +16.1% in the session following this news. A strong positive reaction aligns with heavy interest around BioRestorative’s late-stage pipeline but contrasts with historical offering moves averaging -16.7%. The completed $5.0M unit deal adds cash for BRTX-100, ThermoStem and biocosmeceuticals but also increases dilution via 14,285,715 new shares plus matching warrants. Prior financings and going-concern disclosures in recent filings highlight ongoing funding risk if future capital access tightens.

Key Terms

pre-funded warrants, warrants, exercise price, public offering, +4 more

8 terms

pre-funded warrants financial

"14,285,715 shares of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"and warrants to purchase up to 14,285,715 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants have an exercise price of $0.35 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

public offering financial

"previously announced public offering of 14,285,715 shares of common stock"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

placement agent financial

"Rodman & Renshaw LLC acted as the exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement on Form S-1 regulatory

"A registration statement on Form S-1, as amended (File No. 333-293322)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering was made only by means of a prospectus forming part of the effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

Securities and Exchange Commission regulatory

"declared effective by the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

MELVILLE, N.Y., Feb. 13, 2026 (GLOBE NEWSWIRE) -- BioRestorative Therapies, Inc. (“BioRestorative”, “BRTX” or the “Company”) (NASDAQ:BRTX), a late stage clinical regenerative medicine innovator focused on stem cell-based therapies and products, today announced the closing of its previously announced public offering of 14,285,715 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 14,285,715 shares of common stock, at a combined public offering price of $0.35 per share (or pre-funded warrant in lieu thereof) and accompanying warrants. The warrants have an exercise price of $0.35 per share, are immediately exercisable and will expire five years from the date of issuance.

Rodman & Renshaw LLC acted as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering were approximately $5.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for its clinical trials with respect to BRTX-100, pre-clinical research and development with respect to its ThermoStem Program, the development of its commercial biocosmeceuticals platform and for general corporate purposes and working capital.

A registration statement on Form S-1, as amended (File No. 333-293322), relating to the offering was declared effective by the Securities and Exchange Commission (the “SEC”) on February 11, 2026. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting Rodman & Renshaw LLC at 600 Lexington Ave, Floor 32, New York, NY 10022, by phone at (212) 540-4414 or e-mail at info@rodm.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About BioRestorative Therapies, Inc.

BioRestorative (www.biorestorative.com) develops therapeutic products using cell and tissue protocols, primarily involving adult stem cells. As described below, our two core clinical development programs relate to the treatment of disc/spine disease and metabolic disorders, and we also operate a commercial BioCosmeceutical platform:

• Disc/Spine Program (brtxDISC^™): Our lead cell therapy candidate, BRTX-100, is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected from the patient’s bone marrow. We intend that the product will be used for the non-surgical treatment of painful lumbosacral disc disorders or as a complementary therapeutic to a surgical procedure. The BRTX-100 production process utilizes proprietary technology and involves collecting a patient’s bone marrow, isolating and culturing stem cells from the bone marrow and cryopreserving the cells. In an outpatient procedure, BRTX-100 is to be injected by a physician into the patient’s damaged disc. The treatment is intended for patients whose pain has not been alleviated by non-invasive procedures and who potentially face the prospect of surgery. We have commenced a Phase 2 clinical trial using BRTX-100 to treat chronic lower back pain arising from degenerative disc disease. We have also obtained U.S. Food and Drug Administration (“FDA”) Investigational New Drug (“IND”) clearance to evaluate BRTX-100 in the treatment of chronic cervical discogenic pain.

• Metabolic Program (ThermoStem^®): We are developing cell-based therapy candidates to target obesity and metabolic disorders using brown adipose (fat) derived stem cells (“BADSC”) to generate brown adipose tissue (“BAT”), as well as exosomes secreted by BADSC. BAT is intended to mimic naturally occurring brown adipose depots that regulate metabolic homeostasis in humans. Initial preclinical research indicates that increased amounts of brown fat in animals may be responsible for additional caloric burning as well as reduced glucose and lipid levels. Researchers have found that people with higher levels of brown fat may have a reduced risk for obesity and diabetes. BADSC secreted exosomes may also impact weight loss.

• BioCosmeceuticals: We operate a commercial BioCosmeceutical platform. Our current commercial product, formulated and manufactured using our cGMP ISO-7 certified clean room, is a cell-based secretome containing exosomes, proteins and growth factors. This proprietary biologic serum has been specifically engineered by us to reduce the appearance of fine lines and wrinkles and bring forth other areas of cosmetic effectiveness. Moving forward, we also intend to explore the potential of expanding our commercial offering to include a broader family of cell-based biologic aesthetic products and therapeutics via IND-enabling studies, with the aim of pioneering FDA approvals in the emerging BioCosmeceuticals space.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements as a result of various factors and other risks, including, without limitation, the Company’s intended use of proceeds from the offering, and those set forth in the Company’s latest Form 10-K, filed with the Securities and Exchange Commission and subsequent filings with the SEC. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements in this release are made as of the date hereof and the Company undertakes no obligation to update such statements.

CONTACT:

Stephen Kilmer
Investor Relations
Direct: (646) 274-3580
Email: skilmer@biorestorative.com

FAQ

How much did BioRestorative (BRTX) raise in the Feb 13, 2026 public offering?

BioRestorative raised approximately $5.0 million gross in the offering. According to the company, proceeds came from sale of 14,285,715 common shares (or pre-funded warrants) paired with warrants exercisable at $0.35 per share.

What securities did BioRestorative (BRTX) issue in the offering and at what price?

The company issued 14,285,715 common shares (or pre-funded warrants) plus warrants to buy 14,285,715 shares at $0.35. According to the company, the combined public offering price was $0.35 per share and warrant package.

What will BioRestorative (BRTX) use the net proceeds for after the offering?

Net proceeds will fund BRTX-100 clinical trials, ThermoStem pre-clinical R&D, biocosmeceuticals development, and general corporate purposes. According to the company, these are the primary intended uses of the offering proceeds.

Are the warrants issued by BioRestorative (BRTX) exercisable immediately and what is their term?

Yes, the warrants are immediately exercisable and expire five years from issuance. According to the company, each warrant has an exercise price of $0.35 per share and a five-year term.

Who acted as placement agent for BioRestorative's (BRTX) $5.0M offering and where is the prospectus filed?

Rodman & Renshaw LLC served as exclusive placement agent for the offering. According to the company, the final prospectus is filed with the SEC and available on the SEC website and from the placement agent.