BioRestorative Therapies Inc美股招股说明书(2025-10-08版)

BioRestorative Therapies, Inc. 678,125 Shares of Common Stock We are offering to a limited number of investors 678,125 shares of our common stock, par value $0.0001 per share (“commonstock”). In a concurrent private placement (the “Warrant Private Placement”), we are also selling to the investors unregisteredcommon stock warrants (the “Unregistered Warrants”) to purchase up to an aggregate of 508,592 shares of common stock (the“Unregistered Warrant Shares”). The Unregistered Warrants and Unregistered Warrant Shares (collectively, the “UnregisteredSecurities”) are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are not offered pursuantto this prospectus supplement and the accompanying prospectus. The Unregistered Securities are being offered pursuant to anexemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or RegulationD promulgated thereunder. The Unregistered Warrants are exercisable commencing six months from the date of issuance until the fiveyear anniversary of the date of issuance and have an exercise price of $2.75 per Unregistered Warrant Share. We have retained Alere Financial Partners, LLC (a division of Cova Capital Partners, LLC) (the “Placement Agent”) to act asour exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its best efforts to place thesecurities offered by this prospectus supplement. There is no requirement that any minimum amount of securities be sold. We haveagreed to pay the Placement Agent the fee set forth in the table below. (1)The Public Offering Price, Placement Agent Fee and Proceeds, before expenses, to us presented in this table do not reflect ourissuance and sale of the Unregistered Warrants pursuant to the Warrant Private Placement.(2)The Placement Agent will receive the above 6% fee only with respect to shares sold to investors who are introduced to theCompany by the Placement Agent (“Placement Agent Investors”). With respect to investors other than Placement AgentInvestors, the fee will be 4%. The Placement Agent will receive compensation in addition to the cash commission set forthabove. See “Plan of Distribution” beginning on page S-14 of this prospectus supplement for more information regarding thecompensation payable to the Placement Agent.(3)The amount of the offering proceeds to us presented in this table does not take into account any proceeds from the exercise ofany of the Unregistered Warrants being issued in the Warrant Private Placement. See note (2) above as to the amount of thePlacement Agent Fee. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BRTX.” The last reported salesprice of our shares of common stock on October 3, 2025 was $1.50 per share. The Unregistered Warrants being issued pursuant to theWarrant Private Placement are not and will not be listed for trading on any stock exchange or any other nationally recognized tradingsystem. The aggregate market value of our outstanding common stock held by non-affiliates (the “public float”) as of the date hereofpursuant to General Instruction I.B.6. of Form S-3 was approximately $12,339,869, which was calculated based upon 6,706,451 sharesof our outstanding common stock held by non-affiliates at a price of $1.84 per share, the closing price of our common stock on August29, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million.During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold $2,011,249 of shares ofcommon stock pursuant to General Instruction I.B.6 of Form S-3 and we are currently offering an additional $1,017,040 of shares ofcommon stock pursuant to General Instruction I.B.6 of Form S-3. Delivery of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expectedto be made on or about October 8, 2025. Investing in our common stock involves risks. See the section entitled “Risk Factors” beginning on page S-7 of thisprospectussupplement and in the documents we incorporate by reference into this prospectus supplement and the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus.Any representation to the contrary is a criminal offense. Alere Financial Partners, LLC (a Division of Cova Capital Partners, LLC) The date of this prospectus supplement is October 6, 2025. TABLE OF CONTENTS About this Prospectus SupplementS-1Note on Forward-Looking StatementsS-2Prospectus Supplement SummaryS-3The OfferingS-6Risk FactorsS-7Use of