Biorestorative Therapies Inc SEC Filings

Alta Partners LLC has filed a Schedule 13G reporting a significant passive ownership position in BioRestorative Therapies, Inc. common stock. Alta Partners beneficially owns 1,787,163 shares, representing 7.7% of the company’s outstanding common stock.

Alta Partners reports sole voting and dispositive power over all 1,787,163 shares and no shared power. The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BioRestorative Therapies.

BioRestorative Therapies is conducting a primary offering of up to 14,285,715 Units at $0.35 per Unit, targeting gross proceeds of about $5 million. Each Unit includes one share of common stock (or one pre-funded warrant) plus one five-year common stock warrant exercisable at $0.35.

The company expects net proceeds of about $4.4 million after fees and expenses, to fund its Phase 2 BRTX-100 disc/spine trial, ThermoStem metabolic program, expansion of its biocosmeceutical platform, and general corporate purposes. There is no minimum offering amount, no escrow, and sales are on a reasonable best efforts basis through Rodman & Renshaw.

Shares outstanding were 9,046,242 as of February 11, 2026, and could rise to up to 23,331,957 if the maximum number of Units is sold, assuming no pre-funded warrants are issued and no warrants are exercised. The prospectus highlights a large accumulated deficit, ongoing losses, and substantial doubt about the company’s ability to continue as a going concern without additional financing.

BioRestorative Therapies, Inc. filed Amendment No. 1 to its Form S-1 registration statement as an exhibit-only update. The amendment adds a Form of Placement Agency Agreement, identified as Exhibit 10.51, and replaces the prior Filing Fee Table with a corrected version, filed as Exhibit 107.

The company states that the prospectus and the remaining portions of Part II of the original registration statement are unchanged and therefore omitted from this amendment. The filing is signed by President and Chief Executive Officer Lance Alstodt and other officers and directors, confirming authorization of this technical update to the pending registration.

BioRestorative Therapies is registering up to 9,708,738 Units, each with one share of common stock (or one pre-funded warrant) and one common stock warrant, for an assumed public offering price of $1.03 per Unit, implying approximately $10,000,000 in gross proceeds and about $9.0 million in estimated net proceeds.

Shares of common stock outstanding were 8,876,242 as of February 4, 2026, rising to up to 18,584,980 shares if the maximum number of Units is sold, excluding warrant and option exercises and other convertible securities. The common stock and pre-funded warrants are paired with five-year warrants and feature 4.99% or 9.99% beneficial ownership caps.

The company develops cell-based therapies for disc/spine disease (BRTX-100), metabolic disorders (ThermoStem) and operates a biocosmeceutical platform. It is a smaller reporting company with an accumulated deficit of $166,713,054 as of September 30, 2025, recurring losses, negative operating cash flows and disclosed substantial doubt about its ability to continue as a going concern.

BioRestorative Therapies, Inc. is registering up to 508,592 shares of common stock for resale by existing securityholders. These shares are issuable upon exercise of outstanding warrants and may be sold over time on the Nasdaq Capital Market or in private transactions at market, fixed, or negotiated prices.

The company reports 8,876,242 shares of common stock outstanding as of November 17, 2025. BioRestorative will not receive any proceeds from the resale of shares by the selling securityholders, but would receive up to $1,398,628 in gross proceeds if all related warrants are exercised at the $2.75 per share exercise price. The prospectus highlights that an investment in the stock involves a high degree of risk and that the most recent audited financial statements include an auditor’s explanatory paragraph about the company’s ability to continue as a going concern.

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 current report to note that it issued a press release on November 12, 2025 announcing its financial results for the third quarter ended September 30, 2025. The release also includes a broader business update and information about a conference call to discuss the quarter.

The press release is furnished as Exhibit 99.1 and, as the company emphasizes, is provided under the rules for furnished, not filed, information. That means it is not automatically subject to certain Exchange Act liabilities and will only be incorporated into other SEC filings if specifically referenced.