Biorestorative Therapies Inc SEC Filings

BioRestorative Therapies, Inc. filed a Form D reporting a completed private offering under Rule 506(b) that raised $1,398,628. The filing shows 16 investors participated and the Total Remaining to be Sold is $0, indicating the stated offering amount was sold in full. The issuer reports No Revenues and No Aggregate Net Asset Value on the form, and states the offering was not intended to run longer than one year. Sales commissions and finders' fees are reported as $0 for this notice, and the company identified Cova Capital Partners LLC as a solicitor with an address in New York. The form is signed by Robert Kristal, Chief Financial Officer, on 2025-10-09.

BioRestorative Therapies, Inc. is offering common stock and conducting a related warrant private placement while disclosing key financing and program details. The prospectus shows a public offering price structure where the company would receive $1.504 per share before expenses and the placement agent fee is $0.096 per share, representing an aggregate placement fee of $65,100 and proceeds before expenses of $1,019,900. The company reports a net tangible book value per share of $0.53 as of June 30, 2025.

The filing also summarizes clinical and R&D programs: an FDA authorization to commence a Phase 2 trial of BRTX-100 for degenerative disc disease, active trial setup and enrollment activities, and an issued U.S. patent (March 2022) with exclusive license rights for BRTX-100. The ThermoStem metabolic program targets obesity using brown adipose–derived cells and has issued patents in the U.S. and elsewhere. The prospectus lists financing, regulatory, clinical, manufacturing, IP, reimbursement and dilution risks that could affect operations and the market price of the company’s securities.

Auctus Fund and affiliated reporting persons disclose beneficial ownership of 784,655 shares of BioRestorative Therapies, Inc. (BRTX), about 9.9% of the company. The disclosed position comprises 435,035 outstanding shares and 349,620 shares issuable upon exercise of warrants, and the filing is made on Schedule 13G indicating a claimed passive investment intent.

The statement notes blocker provisions that exclude 2,045,870 warrants and 1,398,158 shares issuable upon conversion from the reported beneficial ownership; without those blockers the aggregate exposure could be 4,228,683 shares. The reporting persons state shared voting and dispositive power over the 784,655 shares.

BioRestorative Therapies, Inc. reported a net loss of $7,996,062 for the six months ended June 30, 2025 and a net loss of $2,656,263 for the quarter. Revenue for the three months ended June 30, 2025 was $303,300 versus $89,100 in the prior-year quarter, driven by $300,000 of cosmetic product sales and smaller royalty receipts. Cash and cash equivalents were $1,555,251 and investments in marketable securities were $5,825,685, resulting in working capital of $3,926,572.

The company disclosed substantial doubt about its ability to continue as a going concern, citing ongoing net losses and negative operating cash flow of $5,472,653 for the six months. R&D expense rose to $4,872,782 for six months largely due to Phase 2 clinical trial costs. Management raised net proceeds of $1,938,445 from ATM sales during the period, recorded $2,580,379 of warrant liabilities, and reported material weaknesses in internal control over financial reporting.