BioRestorative Therapies Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $8.1 Million Gross Proceeds Priced At-the-Market
February 06 2024 - 8:05AM
BioRestorative Therapies, Inc. ("BioRestorative" or the “Company”)
(NASDAQ: BRTX), a clinical stage company focused on stem cell-based
therapies, today announced it has entered into agreements with
certain holders of its existing warrants exercisable for 3,351,580
shares of its common stock, in the aggregate, to exercise their
warrants at a reduced exercise price of $2.33 per share, in
exchange for new warrants as described below. The aggregate gross
proceeds from the exercise of the existing warrants and the payment
of the new warrants, as described below, is expected to total
approximately $8.1 million, before deducting financial advisory
fees. The reduction of the exercise price of the existing warrants
and the issuance of the new warrants was structured as an at-market
transaction under Nasdaq rules.
Roth Capital Partners is acting as the Company’s
financial advisor for this transaction.
The shares of common stock issuable upon
exercise of the warrants are registered for issuance pursuant to a
registration statement on Form S-1, as amended (File No.
333-258611), which was declared effective by the Securities and
Exchange Commission (“SEC”) on November 4, 2021 or for resale
pursuant to a registration statement on Form S-3 (File No.
333-265052), which was declared effective by the SEC on June 16,
2022.
In consideration for the immediate exercise of
the warrants for cash and the payment of $0.125 per share
underlying the new warrants, the exercising holders will receive
new warrants to purchase shares of common stock in a private
placement pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended (the "1933 Act"). The new warrants will be
exercisable into an aggregate of up to 2,513,685 shares of common
stock, at an exercise price of $2.43 per share and have a term of
exercise equal to five years. The securities offered in the private
placement have not been registered under the Securities Act of
1933, as amended, or applicable under state securities laws.
Accordingly, the securities may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws. As part of the transaction, the Company has agreed
to file a resale registration statement on Form S-3 with the
Securities and Exchange Commission within 10 days of the closing to
register the resale of the shares of common stock underlying the
new warrants issued in the private placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
About BioRestorative Therapies, Inc.
BioRestorative Therapies, Inc.
(www.biorestorative.com) develops therapeutic products using cell
and tissue protocols, primarily involving adult stem cells. Our two
core programs, as described below, relate to the treatment of
disc/spine disease and metabolic disorders:
• Disc/Spine Program (brtxDISC™): Our lead cell
therapy candidate, BRTX-100, is a product formulated from
autologous (or a person’s own) cultured mesenchymal stem cells
collected from the patient’s bone marrow. We intend that the
product will be used for the non-surgical treatment of painful
lumbosacral disc disorders or as a complementary therapeutic to a
surgical procedure. The BRTX-100 production process utilizes
proprietary technology and involves collecting a patient’s bone
marrow, isolating and culturing stem cells from the bone marrow and
cryopreserving the cells. In an outpatient procedure, BRTX-100 is
to be injected by a physician into the patient’s damaged disc. The
treatment is intended for patients whose pain has not been
alleviated by non-invasive procedures and who potentially face the
prospect of surgery. We have commenced a Phase 2 clinical trial
using BRTX-100 to treat chronic lower back pain arising from
degenerative disc disease.
• Metabolic Program (ThermoStem®): We are
developing a cell-based therapy candidate to target obesity and
metabolic disorders using brown adipose (fat) derived stem cells to
generate brown adipose tissue (“BAT”). BAT is intended to mimic
naturally occurring brown adipose depots that regulate metabolic
homeostasis in humans. Initial preclinical research indicates that
increased amounts of brown fat in animals may be responsible for
additional caloric burning as well as reduced glucose and lipid
levels. Researchers have found that people with higher levels of
brown fat may have a reduced risk for obesity and diabetes.
Forward-Looking Statements
This press release contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You are cautioned that such
statements are subject to a multitude of risks and uncertainties
that could cause future circumstances, events or results to differ
materially from those projected in the forward-looking statements
as a result of various factors and other risks, including, without
limitation, those set forth in the Company's latest Form 10-K filed
with the Securities and Exchange Commission. You should consider
these factors in evaluating the forward-looking statements included
herein, and not place undue reliance on such statements. The
forward-looking statements in this release are made as of the date
hereof and the Company undertakes no obligation to update such
statements.
CONTACT:Email: ir@biorestorative.com
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