BioRestorative Therapies Inc美股招股说明书(2025-12-12版)

PROSPECTUS 508,592 Shares of Common Stock This prospectus relates to the offer and sale from time to time of up to 508,592 shares of common stock, par value $0.0001per share, of BioRestorative Therapies, Inc. by the selling securityholders listed under the caption“Selling Securityholders” on page 7of this prospectus (the “selling securityholders”). All of the shares being offered, when sold, will be sold by the selling securityholdersor their respective pledgees, donees, assignees, transferees or other successors-in-interest. We are filing the registration statement ofwhich this prospectus is a part to fulfill a contractual obligation to do so, as described in this prospectus. We will not receive any of theproceeds from the sale or other disposition of the shares by the selling securityholders. The selling securityholders or their respective pledgees, donees, assignees, transferees or other successors-in-interest may,from time to time, sell, transfer or otherwise dispose of any or all of their shares of our common stock on any stock exchange, marketor trading facility on which the shares are traded or in private transactions.These dispositions may be at fixed prices, at prevailingmarket prices at the time of sale, at prices relating to the prevailing market price, at varying prices determined at the time of sale or atnegotiated prices.See “Plan of Distribution” for additional information. Our common stock is currently traded on the NASDAQ Capital Market under the symbol “BRTX.”On December 10, 2025,the closing sale price for our common stock on the NASDAQ Capital Market was $1.10 per share. Investing in our common stock involves risks.You should carefully read the section entitled “Risk Factors” on page 3of this prospectus before purchasing any shares of common stock offered by this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense. This prospectus is dated December 10, 2025. TABLE OF CONTENTS Risk FactorsSpecial Cautionary Note Regarding Forward-Looking StatementsProspectus Summary Use of ProceedsSelling Securityholders Description of Securities Plan of Distribution Legal MattersExperts This prospectus includes references to our federally registered trademarks,BioRestorative Therapies and Dragonfly design,BRTX-100, ThermoStem and BRTX.TheDragonflylogois also registered with the U.S. Copyright Office. This prospectus alsoincludes 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 ®,SMor ™ symbols, and copyrighted content appearswithout the use of the symbol ©, but the absence of use of these symbols does not reflect upon the validity or enforceability of theintellectual 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 (the“SEC”) pursuant to which the selling securityholders named herein may, from time to time, offer and sell or otherwise dispose of theshares of common stock covered by this prospectus. You should rely only on the information contained or incorporated by referenceinto this prospectus and any related prospectus supplement. We have not, and the selling securityholders have not, authorized anyoneto provide you with different information. Noone is making offers to sell or seeking offers to buy these securities in any jurisdictionwhere the offer or sale is not permitted. You should assume that the information contained in this prospectus and any prospectussupplement is accurate only as of the date on the front of this prospectus or the prospectus supplement, as applicable, and that anyinformation incorporated by reference into this prospectus or any prospectus supplement is accurate only as of the date given in thedocument incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or anysale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to theregistration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under thesection entitled “Where You Can Obtain More Information.” This prospectus and the information incorporated herein by r