BioRestorative Announces Pricing of $5.0 Million Public Offering

Rhea-AI Summary

BioRestorative Therapies (NASDAQ:BRTX) priced a public offering of 14,285,715 common shares (or pre-funded warrants) plus warrants to purchase 14,285,715 shares at a combined public offering price of $0.35 per share and accompanying warrant.

The warrants carry a $0.35 exercise price, are exercisable immediately, expire five years after issuance, and the offering is expected to close on or about February 13, 2026, raising gross proceeds of approximately $5.0 million before fees. Rodman & Renshaw is the placement agent. Proceeds are intended for BRTX-100 clinical trials, ThermoStem preclinical R&D, biocosmeceuticals development, and general corporate purposes.

Positive

• Gross proceeds of approximately $5.0 million
• Proceeds earmarked for BRTX-100 clinical trials
• Warrants exercisable immediately, enabling near-term capital if exercised

Negative

• Issuance of 14,285,715 shares creates immediate shareholder dilution
• Warrant exercise at $0.35 could cause additional dilution if exercised

News Market Reaction – BRTX

-40.50% 26.6x vol

40 alerts

-40.50% Session close to close

-75.3% Trough in 29 hr 58 min

$5.67M Market Cap

26.6x Rel. Volume

In the Feb 12 session, BRTX declined 40.50%, reflecting a significant negative market reaction. Argus tracked a trough of -75.3% from its starting point during tracking. Our momentum scanner triggered 40 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 26.6x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -40.5% in the session following this news. A negative reaction to this financing f...

Analysis

The stock dropped -40.5% in the session following this news. A negative reaction to this financing fits a pattern where capital raises pressure a thinly traded stock. The current $5.0 million public offering at $0.35 with one-for-one warrants significantly expands the share count versus the prior $1.085M deal. Historically, offering-related moves averaged about 2%, so a much larger decline would underscore investor sensitivity to dilution and balance sheet risk.

Key Figures

Offering size: $5.0 million Shares offered: 14,285,715 shares Investor warrants: 14,285,715 warrants +5 more

8 metrics

Offering size $5.0 million Gross proceeds from current public offering before fees

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

Investor warrants 14,285,715 warrants Warrants to purchase common shares issued with the deal

Offering price $0.35 per share Combined public offering price per share and warrant

Warrant exercise price $0.35 per share Exercise price of investor warrants in the offering

Warrant term 5 years Expiration from date of issuance for investor warrants

Effective date February 11, 2026 Form S-1 registration statement declared effective by SEC

Expected closing date February 13, 2026 Anticipated closing of the public offering

Previous Offering Reports

1 past event · Latest: Oct 06 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Oct 06	Equity offering	Neutral	+2.0%	Registered direct offering at $1.60 with concurrent private placement warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

For prior equity financing, the stock moved about 2% on the day, so today’s sharp drop versus that history suggests a more adverse reaction to this larger, lower-priced public offering.

Recent Company History

Historically, BioRestorative has used equity offerings to fund BRTX-100 clinical trials, ThermoStem preclinical work, and its biocosmeceuticals platform. A prior offering on Oct 06, 2025 raised $1.085 million via a registered direct deal priced above market, and the stock rose about 2% that day. Today’s $5.0 million public offering adds to that financing pattern but on more pressured terms as the share price trades near its 52-week low.

Key Terms

pre-funded warrants, warrants, public offering, placement agent, +4 more

8 terms

pre-funded warrants financial

"shares of common stock (or pre-funded warrants in lieu thereof) and warrants"

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.

View in glossary

public offering financial

"announced the pricing of a public offering of 14,285,715 shares"

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 is acting as the exclusive placement agent"

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 is being made only by means of a prospectus forming part"

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.

effective registration statement regulatory

"prospectus forming part of the effective registration statement relating"

An effective registration statement is a company filing that a securities regulator has approved as meeting disclosure rules, giving the company the legal green light to sell new shares or debt to the public. For investors it matters because the approval signals needed information has been made public and allows offerings that can change a company's cash position, share count and stock liquidity—think of it as a permit that lets a fundraising or public sale go forward.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MELVILLE, N.Y., Feb. 11, 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 pricing of a 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 will have an exercise price of $0.35 per share and will be exercisable immediately upon issuance and will expire five years from the date of issuance. The closing of the offering is expected to occur on or about February 13, 2026, subject to the satisfaction of customary closing conditions.

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

The gross proceeds to the Company from the offering are expected to be 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 is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, 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 completion, size and timing of the offering, 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

What did BioRestorative (BRTX) announce about its February 2026 offering?

BioRestorative priced a public offering of 14,285,715 shares plus equal warrants at $0.35 each. According to the company, the offering is expected to close on or about February 13, 2026, with gross proceeds of roughly $5.0 million before fees.

How will BioRestorative (BRTX) use the proceeds from the $5.0M offering?

The company will use net proceeds to fund BRTX-100 clinical trials and ThermoStem R&D. According to the company, funds also support commercial biocosmeceuticals development and general corporate working capital.

What are the warrant terms in BioRestorative's (BRTX) February 2026 offering?

The warrants have a $0.35 exercise price, are exercisable immediately, and expire five years from issuance. According to the company, warrants accompany the shares and can be exercised upon issuance.

When is the closing date for BioRestorative's (BRTX) public offering?

The offering is expected to close on or about February 13, 2026, subject to customary conditions. According to the company, closing is conditional on standard closing requirements.

Who is the placement agent for BioRestorative's (BRTX) public offering?

Rodman & Renshaw LLC is the exclusive placement agent for the offering. According to the company, investors may contact Rodman & Renshaw for prospectus information when available.