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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: February 11, 2026
(Date
of earliest event reported)
BIORESTORATIVE
THERAPIES, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-37603 |
|
30-1341024 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification
Number) |
| 40
Marcus Drive, Melville, New York |
|
11747 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (631) 760-8100
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
|
BRTX |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
On
February 11, 2026, BioRestorative Therapies, Inc. (the “Company”) commenced a public offering (the “Offering”)
of an aggregate of (a) 12,560,715 units (the “Common Units”), consisting of (i) 12,560,715 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) five-year warrants to purchase
up to 12,560,715 shares of Common Stock (the “Common Stock Warrants”), at an offering price of $0.35 per Common Unit, and
(b) 1,725,000 units (the “Pre-Funded Units”), consisting of (i) pre-funded warrants to purchase up to 1,725,000 shares of
Common Stock (the “Pre-Funded Warrants”) and (ii) five-year warrants to purchase up to 1,725,000 shares of Common Stock,
at an offering price of $0.3499 per Pre-Funded Unit. The Offering closed on February 13, 2026.
The
Common Stock Warrants have an exercise price of $0.35 per share, are immediately exercisable and expire five years after the date of
issuance. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable and will remain exercisable
until exercised in full.
The
gross proceeds of the Offering were approximately $5.0 million, before deducting placement agent fees and expenses and offering expenses
payable by the Company. The Company intends to use the net proceeds from the Offering in connection with its clinical trials with respect
to its lead cell therapy candidate, BRTX-100, pre-clinical research and development with respect to its metabolic ThermoStem
Program, the development of its commercial biocosmeceuticals platform and for general corporate purposes and working capital.
The
securities described above were offered pursuant to a registration statement on Form S-1, as amended (File No. 333-293322), which was
declared effective by the Securities and Exchange Commission (the “SEC”) on February 11, 2026.
In
connection with the Offering, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with certain institutional investors. Pursuant to the Securities Purchase Agreement, the Company agreed not to issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement
thereto for 90 days after the closing date of the Offering, subject to certain exceptions. In addition, the Company has agreed not to
effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable
for shares of Common Stock involving a variable rate transaction (as defined in the Securities Purchase Agreement) until the nine-month
anniversary of the closing date of the Offering, subject to certain exceptions.
The
Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Purchasers, including for liabilities arising under the Securities Act of 1933, as
amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties
and covenants contained in the Securities Purchase Agreement were made only for the purposes of such agreements and as of specific dates,
were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
In
connection with the Offering, the Company entered into a placement agency agreement, dated February 11, 2026 (the “Placement Agency
Agreement”), with Rodman & Renshaw LLC (the “Placement Agent”), pursuant to which the Company engaged the Placement
Agent as the exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee equal
to 7.0% of the aggregate gross proceeds received in the Offering. The Company has also agreed to reimburse the Placement Agent for up
to $100,000 for out-of-pocket expenses for legal fees and other expenses. In addition, the Company agreed to issue to the Placement Agent,
at the closing of the Offering, warrants, exercisable from the date of issuance until the five year anniversary of the commencement of
sales, to purchase up to 350,000 shares of Common Stock (which represents 7.0% of the aggregate number of shares of Common Stock, inclusive
of shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, sold in the Offering), at a per share exercise price of
$0.4375 (which represents 125% of the public offering price per Unit) (the “Placement Agent Warrants”).
The
foregoing descriptions of the Common Stock Warrants, the Pre-Funded Warrants, the Placement Agent Warrants, the Securities Purchase Agreement
and the Placement Agency Agreement are not complete and are qualified in their entirety by reference to the full texts of such documents,
which are listed as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference
herein.
| Item
7.01. |
Regulation
FD Disclosure. |
On
February 11, 2026, the Company issued a press release regarding the pricing of the Offering (the “Pricing Press Release”).
A copy of the Pricing Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
On
February 13, 2026, the Company issued a press release regarding the closing of the Offering (the “Closing Press Release”).
A copy of the Closing Press Release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
The
information referenced under this Item 7.01 (including Exhibits 99.1 and 99.2 referenced in Item 9.01 below) of this Current Report on
Form 8-K is being “furnished” under this Item 7.01 and, as such, shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information
set forth in this Current Report on Form 8-K with respect to the Pricing Press Release and Closing Press Release shall not be incorporated
by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d) Exhibits
| Number |
|
Description |
| |
|
|
| 4.1 |
|
Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026). |
| 4.2 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026). |
| 4.3 |
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026) |
| 10.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.50 to the Company’s Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026). |
| 10.2 |
|
Placement Agency Agreement, dated February 11, 2026, by and between the Company and the Placement Agent. |
| 99.1 |
|
Press Release of the Company, dated February 11, 2026. |
| 99.2 |
|
Press Release of the Company, dated February 13, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BIORESTORATIVE
THERAPIES, INC. |
| |
|
|
| Dated: February
17, 2026 |
By: |
/s/
Lance Alstodt |
| |
|
Lance
Alstodt |
| |
|
Chief
Executive Officer |
Exhibit
99.1
BioRestorative
Announces Pricing of $5.0 Million Public Offering
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
Exhibit
99.2
BioRestorative
Announces Closing of $5.0 Million Public Offering
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
