As
filed with the Securities and Exchange Commission on February 10, 2026.
Registration
No. 333-293322
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
(Amendment
No. 1)
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BIORESTORATIVE
THERAPIES, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
8099 |
|
30-1341024 |
| (State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
Number) |
40
Marcus Drive, Suite One
Melville,
New York 11747
(631)
760-8100
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lance
Alstodt, President and Chief Executive Officer
BioRestorative
Therapies, Inc.
40
Marcus Drive, Suite One
Melville,
New York 11747
(631)
760-8100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Fred
Skolnik, Esq.
Certilman
Balin Adler & Hyman, LLP
90
Merrick Avenue
East
Meadow, New York 11554
(516)
296-7048 |
Matthew
Bernstein, Esq.
Justin
Grossman, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
(212)
370-1300 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
|
|
| |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
|
|
| |
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory
Note
This
Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of BioRestorative Therapies, Inc. (File No. 333-293322) (the “Registration Statement”) is being filed as an exhibit-only filing to file (i) the Placement Agency
Agreement, filed herewith as Exhibit 10.51, and (ii) a corrected Filing Fee Table, filed herewith as Exhibit 107. Accordingly, this Amendment
consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the
Registration Statement, the Placement Agency Agreement, filed herewith as Exhibit 10.51, and the revised Filing Fee Table, filed herewith
as Exhibit 107. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
| Exhibit
Number |
|
Exhibit
Description |
| 3.1 |
|
Amended and Restated Articles of Incorporation, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated December 29, 2022, wherein such document is identified as Exhibit 3.3 |
| 3.2 |
|
Certificate of Designations of Series B Preferred Stock, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated December 29, 2022, wherein such document is identified as Exhibit 3.4 |
| 3.3 |
|
Bylaws, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated December 29, 2022, wherein such document is identified as Exhibit 3.5 |
| 4.1 |
|
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, incorporated by reference to the registrant’s Amendment No. 2 to Annual Report on Form 10-K/A for the year ended December 31, 2023, wherein such document is identified as Exhibit 4.1 |
| 4.2 |
|
Form of Common Stock Warrant** |
| 4.3 |
|
Form of Pre-Funded Warrant** |
| 4.4 |
|
Form of Placement Agent Warrant** |
| 5 |
|
Opinion of Certilman Balin Adler & Hyman, LLP** |
| 10.1 |
|
License Agreement, dated as of January 27, 2012, between Regenerative Sciences, LLC and BioRestorative Therapies, Inc. (“License Agreement”), incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, wherein such document is identified as Exhibit 10.44 |
| 10.2 |
|
Amendment to License Agreement, dated March 21, 2012, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, wherein such document is identified as Exhibit 10.45 |
| 10.3 |
|
Amendment to License Agreement, dated November 30, 2015, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, wherein such document is identified as Exhibit 10.20 |
| 10.4 |
|
Letter agreement, dated November 21, 2022, by and among BioRestorative Therapies, Inc., Regenerative Sciences, LLC and Regenexx, LLC with regard to License Agreement, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.4 |
| 10.5 |
|
Lease, dated as of August 25, 2014, between BioRestorative Therapies, Inc. and 50 Republic Road, LLC, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated August 25, 2014, wherein such document is identified as Exhibit 99.1 |
| 10.6 |
|
Lease Amendment, dated as of June 4, 2019, between 50 Republic Road, LLC and BioRestorative Therapies, Inc., incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, wherein such document is identified as Exhibit 10.37 |
| 10.7 |
|
BioRestorative Therapies, Inc. 2021 Stock Incentive Plan, as amended, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.7 |
| 10.8 |
|
Executive Employment Agreement, dated as of March 18, 2021, by and between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.2 |
| 10.9 |
|
Executive Employment Agreement, dated as of March 18, 2021, by and between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.3 |
| 10.10 |
|
Non-Qualified Stock Option Award Agreement, dated as of March 18, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.4 |
| 10.11 |
|
Non-Qualified Stock Option Award Agreement, dated as of March 18, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.5 |
| 10.12 |
|
Executive Employment Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.12 |
| 10.13 |
|
Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated November 4, 2021, wherein such document is identified as Exhibit 99.1 |
| 10.14 |
|
Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated November 4, wherein such document is identified as Exhibit 99.2 |
| 10.15 |
|
Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.15 |
| 10.16 |
|
Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.16 |
| 10.17 |
|
Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.17 |
| 10.18 |
|
Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.18 |
| 10.19 |
|
Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.19 |
| 10.20 |
|
Common Stock Purchase Warrant, dated November 9, 2021, issued by BioRestorative Therapies, Inc. pursuant to public offering, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.20 |
| 10.21 |
|
Common Stock Purchase Warrant, dated November 9, 2021, issued by BioRestorative Therapies, Inc. to Auctus Fund, LLC, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.21 |
| 10.22 |
|
Amendment No. 2 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.22 |
| 10.23 |
|
Amendment No. 2 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.23 |
| 10.24 |
|
Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.24 |
| 10.25 |
|
Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.25 |
| 10.26 |
|
Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.26 |
| 10.27 |
|
Incentive Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.28 |
| 10.28 |
|
Incentive Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.29 |
| 10.29 |
|
Incentive Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.30 |
| 10.30 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.32 |
| 10.31 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.33 |
| 10.32 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.34 |
| 10.33 |
|
Form of Warrant, dated February 8, 2024 (issued to warrantholders other than Auctus Fund, LLC), incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated February 6, 2024, wherein such document is identified as Exhibit 10.3 |
| 10.34 |
|
Warrant, dated February 8, 2024 (issued to Auctus Fund, LLC), incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated February 6, 2024, wherein such document is identified as Exhibit 10.4 |
| 10.35 |
|
Incentive Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.36 |
| 10.36 |
|
Incentive Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.37 |
| 10.37 |
|
Incentive Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.38 |
| 10.38 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.40 |
| 10.39 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.41 |
| 10.40 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.42 |
| 10.41 |
|
At the Market Offering Agreement, dated as of November 6, 2024, by and between BioRestorative Therapies, Inc. and Rodman & Renshaw, LLC, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated November 1, 2024, wherein such document is identified as Exhibit 1.1 |
| 10.42 |
|
Incentive Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.40 |
| 10.43 |
|
Incentive Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.41 |
| 10.44 |
|
Incentive Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.42 |
| 10.45 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.43 |
| 10.46 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 14, 2025 between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.44 |
| 10.47 |
|
Non-Qualified Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.45 |
| 10.48 |
|
Form of Common Stock Purchase Warrant, dated October 8, 2025, incorporated by reference to the registrant’s Current Report on Form 8-K for an event dated October 6, 2025, wherein such document is identified as Exhibit 4.1 |
| 10.49 |
|
Amendment, dated October 15, 2025, to Common Stock Purchase Warrant, dated October 8, 2025, issued to Auctus Fund, LLC, incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on November 18, 2025, wherein such document is identified as Exhibit 10.49 |
| 10.50 |
|
Form of Securities Purchase Agreement** |
| 10.51 |
|
Form of Placement Agency
Agreement, dated February __, 2026, between BioRestorative Therapies, Inc., and Rodman & Renshaw LLC* |
| 21 |
|
Subsidiaries, incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, wherein such document is identified as Exhibit 21 |
| 23.1 |
|
Consent of Marcum LLP** |
| 23.2 |
|
Consent of Certilman Balin Adler & Hyman, LLP (included in the opinion of Certilman Balin Adler & Hyman, LLP filed as Exhibit 5)** |
| 24 |
|
Power of Attorney (included on signature page of the Registration Statement) |
| 101.INS |
|
Inline
XBRL Instance Document * |
| 101.SCH |
|
Inline
XBRL Schema Document * |
| 101.CAL |
|
Inline
XBRL Calculation Linkbase Document* |
| 101.DEF |
|
Inline
XBRL Definition Linkbase Document* |
| 101.LAB |
|
Inline
XBRL Label Linkbase Documents* |
| 101.PRE |
|
Inline
XBRL Presentation Linkbase Document* |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| 107 |
|
Filing Fee Table* |
*Filed
herewith.
**Previously
filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment No. 1 to registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in Melville, New York, on February 10, 2026.
| |
BIORESTORATIVE
THERAPIES, INC. |
| |
|
| |
By: |
/s/
Lance Alstodt |
| |
|
Lance
Alstodt |
| |
|
President,
Chief Executive Officer and Chairman of the Board |
Pursuant
to the requirements of the Securities Act of 1933, this amendment No. 1 to registration statement has been signed by the following
persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Lance
Alstodt |
|
President,
Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
|
February
10, 2026 |
| Lance
Alstodt |
|
|
|
|
| |
|
|
|
|
| * |
|
Vice
President, Research and Development, Secretary and Director |
|
February 10, 2026 |
| Francisco
Silva |
|
|
|
|
| |
|
|
|
|
| * |
|
Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
February 10, 2026 |
| Robert
E. Kristal |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
February 10, 2026 |
| Nickolay
Kukekov |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
February 10, 2026 |
| Patrick
F. Williams |
|
|
|
|
| |
|
|
|
|
| * |
|
Director
|
|
February 10, 2026 |
| David
Rosa |
|
|
|
|
| *By:
|
/s/
Lance Alstodt |
|
| |
Lance
Alstodt |
|
| |
Attorney-In-Fact |
|
