BioRestorative Therapies, Inc. Files S-1 Registration Statement

TL;DR

<b>BioRestorative Therapies, Inc. has filed an S-1 registration statement, indicating a potential public offering.</b>

AI Summary

BioRestorative Therapies, Inc. (BRTX) filed a IPO Registration (S-1) with the SEC on April 3, 2024. BioRestorative Therapies, Inc. has filed an S-1 registration statement with the SEC. The filing was made on April 3, 2024. The company's principal executive offices are located at 40 Marcus Drive, Melville, New York. BioRestorative Therapies, Inc. was formerly known as Stem Cell Assurance, Inc. The company is classified as a smaller reporting company and a non-accelerated filer.

Why It Matters

For investors and stakeholders tracking BioRestorative Therapies, Inc., this filing contains several important signals. This S-1 filing signals the company's intent to raise capital through a public offering, which could provide funds for operations, research, and expansion. As a smaller reporting company and non-accelerated filer, this registration statement is a crucial step for BioRestorative Therapies to access public markets and potentially increase its visibility and investor base.

Risk Assessment

Risk Level: low — BioRestorative Therapies, Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain detailed financial performance or operational results that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, pricing, and use of proceeds, to assess the company's capital-raising strategy and potential impact on its valuation.

Key Numbers

• S-1 — Form Type (Registration Statement Form Type)
• 2024-04-03 — Filing Date (Date the S-1 was filed)
• 333-278488 — SEC File Number (SEC registration file number)
• 1231 — Fiscal Year End (Company's fiscal year end)
• 8090 — SIC Code (Standard Industrial Classification Code)
• 301341024 — IRS Number (Company's IRS Employer Identification Number)

Key Players & Entities

• BioRestorative Therapies, Inc. (company) — Filer name
• Securities and Exchange Commission (regulator) — Filing recipient
• April 3, 2024 (date) — Filing date
• 40 Marcus Drive, Melville, New York 11747 (address) — Registrant's principal executive offices
• Lance Alstodt (person) — President and Chief Executive Officer
• Stem Cell Assurance, Inc. (company) — Former company name
• Fred Skolnik, Esq. (person) — Agent for service
• 90 Merrick Avenue East Meadow, New York 11554 (address) — Agent for service address

FAQ

Industry Context

BioRestorative Therapies, Inc. operates in the health and allied services sector, focusing on regenerative medicine. The S-1 filing is a standard procedure for companies seeking to raise capital through public markets.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of new securities offerings in the United States.

What Investors Should Do

1. Review the full S-1 filing for details on the proposed securities offering, including share price, number of shares, and use of proceeds.
2. Monitor for subsequent SEC filings (e.g., 424B filings) that will provide more specific details about the offering and its terms.
3. Research the company's business model and market position in regenerative medicine to understand the potential for growth and profitability.

Key Dates

• 2024-04-03: S-1 Filing — Indicates intent for public offering.
• 2010-11-10: Name Change — Company formerly known as Stem Cell Assurance, Inc.

Year-Over-Year Comparison

This is the initial S-1 filing for BioRestorative Therapies, Inc. as a standalone entity seeking to go public, following its previous name change from Stem Cell Assurance, Inc.

Key Financial Figures

• $0.0001 — 3,686 shares of common stock, par value $0.0001 per share, of BioRestorative Therapies,
• $1.33 — stock on the NASDAQ Capital Market was $1.33 per share. Investing in our common sto
• $6,108,255 — ull, we would receive gross proceeds of $6,108,255. We currently intend to use such procee

Filing Documents

• brts1.htm (S-1) — 252KB
• ex5_1.htm (EX-5.1) — 7KB
• ex23_1.htm (EX-23.1) — 2KB
• filingfees.htm (EX-FILING FEES) — 27KB
• image0.jpg (GRAPHIC) — 57KB
• 0001021771-24-000084.txt (&nbsp;) — 366KB

Risk Factors

Risk Factors 3 Special Cautionary Note Regarding Forward-Looking Statements 3 Prospectus Summary 4

Use of Proceeds

Use of Proceeds 6 Selling Securityholders 6

Description of Securities

Description of Securities 9 Plan of Distribution 16 Legal Matters 18 Experts 18 This prospectus includes references to our federally registered trademarks, BioRestorative Therapies and Dragonfly design , BRTX-100, ThermoStem and BRTX . The Dragonfly Logo is also registered with the U.S. Copyright Office. This prospectus also includes references to trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this prospectus appear without the , SM or symbols, and copyrighted content appears without the use of the symbol , but the absence of use of these symbols does not reflect upon the validity or enforceability of the intellectual property owned by us or third parties. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC, pursuant to which the selling securityholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of Common Stock covered by this prospectus. You should rely only on the information contained or incorporated by reference into this prospectus and any related prospectus supplement. We have not, and the selling securityholders have not, authorized anyone to provide you with different information. No one is making offers to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus and any prospectus supplement is accurate only as of the date on the front of this prospectus or the prospectus supplement, as applicable, and that any information incorporated by reference into this prospectus or any prospectus supplement is accurate only as of the date given in the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any sale of

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should consider carefully the specific risk factors discussed in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, and which is incorporated in this prospectus by reference in its entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any prospectus supplement hereto. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and cash flow could be materially and adversely affected. In that case, the trading price of our common stock could decline and you might lose all or part of your investment. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in or incorporated by reference into this prospectus contain "forward-looking statements." Forward-looking statements are made based on our management's expectations and beliefs concerning future events impacting our company and are subject to uncertainties and factors relating to our operations and economic environment, all of which are difficult to predict and many of which are beyond our control. You can identify these statements from our use of the words "estimate," "project," "believe," "intend," "anticipate," "expect," "target," "plan," "may" and similar expressions. These forward-looking statements may include, among other things:

Use of Proceeds

Use of Proceeds We will receive no proceeds from the sale of the shares of common stock being offered by the selling securityholders by this prospectus.

Risk Factors

Risk Factors An investment in the shares offered by this prospectus involves a degree of risk and should be considered only by persons who can afford the loss of their entire investment. See " Risk Factors " on page 3. Nasdaq Capital Market Symbol "BRTX" 5

USE OF PROCEEDS

USE OF PROCEEDS We are not selling any securities in this offering and we will not receive any of the proceeds from the sale of shares of our common stock by the selling securityholders. The selling securityholders will receive all of the proceeds from any sales of the shares of our common stock offered hereby. However, we will incur expenses in connection with the registration of the shares of our common stock offered hereby, including legal and accounting fees. We will receive the exercise price upon any exercise of the Warrants. If the outstanding Warrants are exercised in full, we would receive gross proceeds of $6,108,255. We currently intend to use such proceeds, if any, for general corporate purposes and working capital, including in connection with our clinical trial and other business initiatives. The holders of the Warrants are not obligated to exercise the Warrants, and we cannot predict whether or when, if ever, the holders of the Warrants will choose to exercise the Warrants, in whole or in part. SELLING SECURITYHOLDERS The following table identifies the selling securityholders and indicates certain information known to us based upon written statements provided by the selling securityholders or through our transfer agent records with respect to: (i) the number of shares of common stock beneficially owned by the selling securityholders prior to the offering of the shares of common stock covered by this prospectus; (ii) the maximum number of shares of common stock the selling securityholders may sell under this prospectus; (iii) the number of shares of common stock that the selling securityholders would own following the sale of all of the shares of common stock they may sell under this prospectus; and (iv) the percentage of the outstanding common stock that the selling securityholders would own following the sale of all of the shares of common stock they may sell under this prospectus. The selling securityholders, or their respective pledgees, donee

View Full Filing

View this S-1 filing on SEC EDGAR