Filed Pursuant to Rule 424(b)(5)
Registration No. 333-271301
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 25, 2023)
3,859,649 Shares of Common Stock
We are offering 3,859,649 shares of our common stock in a registered direct offering directly to a single investor at a price per share of $0.57 pursuant to
this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such investor.
In a concurrent private placement, we
are selling to certain of our directors and officers 2,897,654 shares of our common stock. The shares of common stock being offered in the concurrent private placement are being offered pursuant to the exemptions provided in Section 4(a)(2)
under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The concurrent private placement is
expected to close concurrently with this offering and on substantially the same terms and conditions as this offering.
Our common stock is listed on The
Nasdaq Capital Market under the symbol BTTX. On July 24, 2023, the closing price of our common stock on The Nasdaq Capital Market was $ 0.7299 per share.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain
reduced public company reporting requirements for this prospectus supplement and future filings. See Prospectus Supplement Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company.
As of the date of this prospectus supplement, we are subject to General Instruction I.B.6 of Form S-3, which limits the
amounts that we may sell under the registration statement of which this prospectus supplement is a part. As of July 21, 2023, the aggregate market value of our outstanding common stock held by
non-affiliates, or public float, was approximately $19,963,503, based on 16,230,490 shares of our outstanding common stock that were held by non-affiliates on such date
and a price of $1.23 per share, which was the price at which our common stock was last sold on The Nasdaq Capital Market on July 5, 2023 (a date within 60 days of the date hereof), calculated in accordance with General Instruction I.B.6 of Form
S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate
market value of our outstanding common stock held by non-affiliates remains below $75 million. We have offered approximately $2.4 million of securities pursuant to General Instruction I.B.6 of Form S-3 in the 12 calendar months preceding the date of this prospectus supplement.
Investing in our common stock
involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading Risk Factors on page S-8 of this prospectus
supplement and in the other documents that are incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus if truthful or complete. Any representation to the contrary is a criminal
offense.
We engaged Chardan Capital Markets LLC and Titan Partners Group LLC, a division of American Capital Partners, LLC to act as our placement
agents, or the Placement Agents, in connection with this offering. The Placement Agents are not purchasing the securities offered by us in this offering. We have agreed to pay the Placement Agents the fee set forth in the table below.
|
|
|
|
|
|
|
|
|
|
|
Per
Share |
|
|
Total |
|
Offering price |
|
$ |
0.57 |
|
|
$ |
2,199,999.93 |
|
Placement Agent fees(1) |
|
$ |
0.0342 |
|
|
$ |
132,000.00 |
|
Proceeds to us before expenses |
|
$ |
0.5358 |
|
|
$ |
2,067,999.93 |
|
(1) |
See the section titled Plan of Distribution for additional disclosure regarding the Placement
Agents fees. |
Delivery of the shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus is
expected to occur on or about July 27, 2023, subject to the satisfaction of customary closing conditions.
Placement Agents
|
|
|
Chardan |
|
Titan Partners Group
a division of American Capital Partners, LLC |
The date of this prospectus supplement is July 25, 2023