BRTX Completes $1.398M Rule 506(b) Private Placement

Rhea-AI Filing Summary

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.

Positive

• Offering fully subscribed: $1,398,628 reported sold with $0 remaining
• Reg D Rule 506(b) exemption used: provides a commonly used private placement path
• No sales commissions reported: Sales commissions and finders' fees listed as $0
• Clear issuer signatory: Filing signed by CFO Robert Kristal on 2025-10-09

Negative

• No reported revenues: issuer states No Revenues and No Aggregate Net Asset Value, indicating limited operating history
• Small capital raise relative to public company scale: $1.398M may be modest for advancing late-stage programs in biotechnology
• Minimal disclosure on use of proceeds: filing states $0 paid to officers but provides no detailed allocation of raised funds

Insights

Securities Compliance Expert

Form D shows a completed Regulation D, Rule 506(b) offering of $1.40M.

The filing explicitly states the offering relied on Rule 506(b) and that $1,398,628 was sold with $0 remaining. It discloses 16 investors and that the issuer does not report revenues or aggregate net asset value, consistent with an early-stage or non‑revenue issuer.

Key compliance items to monitor include maintenance of investor eligibility records for a Rule 506(b) offering and any state filing obligations despite NSMIA limits; the form names a New York-based solicitor and certifies the issuer is not disqualified under Rule 506(d).

Corporate Finance Analyst

The company raised $1.398M in private equity but reports No Revenues, suggesting proceeds are likely for operating or development funding.

The filing shows the offering amount equals the total sold and Total Remaining to be Sold: $0, which signals this tranche is closed. The minimum outside investment is listed as $0, which may reflect permissive subscription terms for certain investor classes but should be verified in sale documents.

Near term, investors will watch how management allocates the proceeds against cash burn and development milestones; the filing provides no schedules or use-of-proceeds breakdown beyond stating $0 paid to named officers/directors from proceeds.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001505497

Stem Cell Assurance, Inc.

Traxxec Inc.

Columbia River Resources Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

BioRestorative Therapies, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BioRestorative Therapies, Inc.
Street Address 1		Street Address 2
40 Marcus Drive		Suite One
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Melville	NEW YORK	11747	631-760-8100

3. Related Persons

Last Name	First Name	Middle Name
Alstodt	Lance
Street Address 1	Street Address 2
c/o 40 Marcus Drive	Suite One
City	State/Province/Country	ZIP/PostalCode
Melville	NEW YORK	11747

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Silva	Francisco
Street Address 1	Street Address 2
c/o 40 Marcus Drive	Suite One
City	State/Province/Country	ZIP/PostalCode
Melville	NEW YORK	11747

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kristal	Robert
Street Address 1	Street Address 2
c/o 40 Marcus Drive	Suite One
City	State/Province/Country	ZIP/PostalCode
Melville	NEW YORK	11747

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rosa	David	A
Street Address 1	Street Address 2
c/o 40 Marcus Drive	Suite One
City	State/Province/Country	ZIP/PostalCode
Melville	NEW YORK	11747

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Williams	Patrick	F
Street Address 1	Street Address 2
c/o 40 Marcus Drive	Suite One
City	State/Province/Country	ZIP/PostalCode
Melville	NEW YORK	11747

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kukekov	Nickolay	V
Street Address 1	Street Address 2
c/o 40 Marcus Drive	Suite One
City	State/Province/Country	ZIP/PostalCode
Melville	NEW YORK	11747

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
X	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-10-08				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Cova Capital Partners LLC	109761
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
6851 Jericho Tpke	Suite 205
City	State/Province/Country	ZIP/Postal Code
Syosset	NEW YORK	11791
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,398,628	USD	or Indefinite
Total Amount Sold	$1,398,628	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

16

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The amounts shown above exclude the sales commissions payable in connection with the concurrent public offering relating to the offer and sale of shares of the Company's common stock.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

The amounts shown above exclude the salaries and fees payable to the executive officers and directors in the ordinary course of business.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BioRestorative Therapies, Inc.	/s/ Robert Kristal	Robert Kristal	Chief Financial Officer	2025-10-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did BioRestorative Therapies (BRTX) raise in the Form D filing?

The company reports it raised $1,398,628 in the offering.

Which exemption was claimed for BRTX's offering?

The offering relied on Regulation D, Rule 506(b) as claimed on the Form D.

How many investors participated in the BRTX private placement?

The Form D lists a total of 16 investors who already invested.

Are there any sales commissions or finders' fees reported for the offering?

Sales commissions and finders' fees are reported as $0 in this filing.

Did the filing disclose proceeds paid to officers, directors, or promoters?

The filing reports $0 of the gross proceeds used for payments to named officers, directors, or promoters.

Is the offering still open according to the Form D?

No; the Form D shows Total Remaining to be Sold: $0, indicating the stated offering amount was sold.