BioRestorative Therapies Inc (NASDAQ:BRTX) experienced a steep premarket decline of 37.5% on Thursday after disclosing the terms of a newly priced public offering that will expand the companys outstanding share count.
The offering consists of 14,285,715 shares of common stock (or pre-funded warrants) together with warrants to purchase up to an additional 14,285,715 shares, priced at a combined unit price of $0.35. The warrants carry an exercise price of $0.35 per share, are exercisable immediately upon issuance and will expire five years from the issuance date.
BioRestorative has indicated it expects to generate approximately $5.0 million in gross proceeds from the transaction, before accounting for placement agent fees and other offering expenses. The company said net proceeds are intended to finance several development priorities: clinical trials for its BRTX-100 therapy, pre-clinical work on the ThermoStem Program, advancement of its commercial biocosmeceuticals platform, and general corporate purposes.
Rodman & Renshaw LLC is serving as exclusive placement agent for the offering. The deal is projected to close around February 13, 2026, although closing remains subject to customary conditions.
BioRestorative Therapies describes itself as a late-stage clinical regenerative medicine company focused on developing stem cell-based therapies and related products. The sizable drop in the share price reflects investor concern over dilution caused by the issuance of new shares and warrants at a price that is substantially below recent trading levels.
Context and implications
- Issuance size and structure - The offering combines common shares (or pre-funded warrants) with detachable warrants in equal potential share amounts, doubling the maximum dilution potential if all warrants are exercised.
- Use of proceeds - Company-stated priorities for net proceeds include funding of a named late-stage therapy (BRTX-100), pre-clinical ThermoStem research, development of a biocosmeceuticals business line, and general corporate funding.
- Market response - A pronounced premarket sell-off signals investor sensitivity to dilutive financings priced well below prevailing market levels.
The details provided by the company outline the mechanics and intended allocation of funds but do not guarantee outcomes for its development programs or future share price performance. The offering remains conditional on customary closing requirements.