Biorestorative Therapies Inc SEC Filings

BioRestorative Therapies, Inc. is registering 3,000,000 additional shares of its common stock for issuance under its 2021 Stock Incentive Plan. These shares may be used for stock options and other awards granted to eligible participants under the plan, and the registration also extends to any extra shares that might result from stock dividends, splits or similar corporate actions. The company notes that this filing supplements four earlier Form S-8 registrations that together covered prior share amounts under the same plan. Legal matters for the newly registered shares are being handled by Certilman Balin Adler & Hyman, LLP, which is also a stockholder of the company, and the filing restates the company’s indemnification and liability protections for directors and officers under Nevada law.

BioRestorative Therapies, Inc. is registering up to 508,592 shares of common stock for resale by existing selling securityholders, with the shares issuable upon exercise of certain warrants. The warrants have an exercise price of $2.75 per share, and the company would receive up to $1,398,628 in gross proceeds only if they are fully exercised, which it currently plans to use for general corporate purposes and working capital, including its clinical trial and other initiatives. As of November 17, 2025, 8,876,242 shares of common stock were outstanding, a baseline figure for the company’s equity. BioRestorative develops cell-based therapies for spine disease (BRTX-100), metabolic disorders (ThermoStem) and operates a commercial biocosmeceutical platform. The shares will be sold from time to time by the selling securityholders, and investing in this stock is described as involving a high degree of risk, with the company’s audited financials including a going concern explanatory paragraph.

BioRestorative Therapies, Inc. (BRTX) filed its Q3 10‑Q, reporting a continuing operating loss as it advances clinical and product initiatives. Q3 revenue was $11,800 (mainly royalties) versus $233,600 a year ago, reflecting timing of cosmetic product orders. Research and development rose to $2,594,750 in the quarter as Phase 2 trial activity increased. Q3 net loss was $3,038,277; for the nine months, revenue was $340,100 and net loss was $11,034,339.

Liquidity tightened: cash was $602,444 and marketable securities were $3,887,383 at September 30, 2025, with working capital of $1,271,781. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern. To raise capital, BRTX sold 965,424 shares under its ATM for $2,011,250 gross in the nine‑month period, and on October 8, 2025 closed a registered offering of 678,125 shares for approximately $1.1 million alongside 508,592 new warrants at a $2.75 exercise price.

Material weaknesses in internal control over financial reporting remained as of September 30, 2025. Shares outstanding were 8,876,242 as of November 11, 2025.

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.