false
0001505497
0001505497
2025-10-06
2025-10-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: October 6, 2025
(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. |
Subscription
Agreements
On
October 6, 2025, BioRestorative Therapies, Inc. (the “Company”) entered into subscription agreements (the “Subscription
Agreements”) with several investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the
Purchasers an aggregate of 678,125 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”),
in a registered direct offering at an offering price of $1.60 per share (the “Registered Offering”). Pursuant to the Subscription
Agreements, in a concurrent private placement offering (the “Private Placement”), the Company agreed to issue to the Purchasers
unregistered warrants (the “Unregistered Warrants”) to purchase up to an aggregate of 508,592 shares of the Company’s
common stock (the “Unregistered Warrant Shares”) at an exercise price of $2.75 per share. The Registered Offering and the
Private Placement are expected to close on or about October 8, 2025.
The
gross proceeds of the offering will be $1.085 million, before deducting placement agent fees and expenses and offering expenses payable
by the Company and excluding the proceeds of any exercise of the Unregistered Warrants. 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
Shares are being offered pursuant to the Company’s effective registration statement on Form S-3 and accompanying base prospectus
(File No. 333-269631), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”)
and a prospectus supplement, dated October 6, 2025, filed with the SEC on October 8, 2025 pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended (the “Securities Act”).
In
connection with the offering, the Company entered into an engagement letter, dated August 11, 2025 (the “Engagement letter”),
with Alere Financial Partners (a division of Cova Capital Partners, LLC) (the “Placement Agent”), pursuant to which the Company
agreed to pay the Placement Agent a cash fee equal to 6% of the gross proceeds of the offering from investors introduced to the Company
by the Placement Agent (the “Placement Agent Investors”) (4% for other investors). The Company has also agreed to reimburse
the Placement Agent approximately $8,300 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, a warrant exercisable commencing six months from the date of issuance
until the five year anniversary of the date of issuance to purchase up to 6% of the number of Shares sold in the Registered Offering
to Placement Agent Investors (4% for other investors), at a per share exercise price of $2.75.
The
foregoing descriptions of the Subscription Agreements and the Engagement Letter are not complete and are qualified in their entirety
by reference to the full texts of the form of Subscription Agreement and the Engagement Letter, copies of which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
A
copy of the legal opinion of Certilman Balin Adler & Hyman, LLP, counsel to the Company, relating to the legality of the issuance
and sale of the Shares in the Registered Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Unregistered
Warrants
Each
Unregistered Warrant sold in the Private Placement will be exercisable commencing six months from the date of issuance until the five
year anniversary of the date of issuance.
If,
at the time a holder exercises its Unregistered Warrant, a registration statement covering the resale of the Unregistered Warrant Shares
under the Securities Act is not in effect, then, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the aggregate exercise price, the holder may elect instead to make a cashless exercise of the Unregistered
Warrants and receive upon such exercise the net number of shares of the Company’s common stock determined according to a formula
set forth in the Unregistered Warrants.
A
holder will not have the right to exercise its portion of any Unregistered Warrant if, upon giving effect to such exercise, the aggregate
number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed 4.99%
of the number of shares of common stock of the Company outstanding immediately after giving effect to the exercise, subject to adjustment
as provided for in such warrant.
In
certain circumstances, in the event of a fundamental transaction (as described in the Unregistered Warrants), the holders of Unregistered
Warrants will be entitled to receive, upon exercise of the Unregistered Warrants, the kind and amount of securities or other consideration
that the holders would have received had they exercised the Unregistered Warrants immediately prior to such fundamental transaction.
If
the last reported sale price of the Company’s common stock is greater than $5.00 per share for any ten consecutive trading days,
the Company may redeem each holder’s Unregistered Warrants for an aggregate redemption price of $1.00 upon at least 30 days prior
written notice of the redemption date.
The
foregoing description of the Unregistered Warrants is not complete and is qualified in its entirety by reference to the full text of
the form of Unregistered Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
| Item
3.02. |
Unregistered
Sales of Equity Securities. |
The
information set forth above in Item 1.01 with regard to the Private Placement is hereby incorporated by reference into this Item 3.02.
Based
in part upon the representations of the investors in the Subscription Agreements, the offering and sale of the Unregistered Warrants
and the Unregistered Warrant Shares in the Private Placement is being conducted pursuant to an exemption from the registration requirements
of the Securities Act provided for in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder.
The
Unregistered Warrants and the Unregistered Warrant Shares have not been registered under the Securities Act or any state securities laws,
and the Unregistered Warrants and Unregistered Warrant Shares may not be offered or sold absent registration with the SEC or an applicable
exemption from the registration requirements. The Private Placement will not involve a public offering and will be made without general
solicitation or general advertising. Each Purchaser represented that it is an “accredited investor”, as defined in Rule 501(a)
under the Securities Act, or a “qualified institutional buyer”, as defined in Rule 144A under the Securities Act, and that
it is acquiring the Unregistered Warrants for investment purposes only and not with a view to any resale, distribution or other disposition
of the Unregistered Warrants in violation of the United States federal securities laws.
| Item
7.01. |
Regulation
FD Disclosure. |
On
October 6, 2025, the Company issued a press release regarding the pricing of the Registered Offering (the “Press Release”).
A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The
information referenced under this Item 7.01 (including Exhibit 99.1 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 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, except as shall be expressly set forth by specific
reference in such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
| Number |
|
Description |
| |
|
|
| 4.1 |
|
Form
of Unregistered Warrant. |
| 5.1 |
|
Opinion
of Certilman Balin Adler & Hyman, LLP. |
| 10.1 |
|
Form
of Subscription Agreement, dated October 6, 2025, by and between the Company and the Purchasers. |
| 10.2 |
|
Engagement
Letter, dated August 11, 2025, by and between the Company and the Placement Agent. |
| 99.1 |
|
Press
release of the Company, dated October 6, 2025. |
| 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:
October 8, 2025 |
By: |
/s/Lance
Alstodt |
| |
|
Lance
Alstodt |
| |
|
Chief
Executive Officer |
