S-1/A 1 s_1a1.htm AMENDMENT NO. 1


As filed with the Securities and Exchange Commission on April 12, 2024
 
Registration No. 333-278488
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM S-1/A
(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 a copy to:
 
Fred Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
(516) 296-7048
  
  
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. [X]
 
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 [X]
Smaller reporting company [X]
 
 
 
 
 
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. 333-278488) (the “Registration Statement”) is being filed as an exhibit-only filing to include Exhibits 3.1, 3.2, 3.3, 10.1 through 10.46 and 21.1 (each incorporated by reference as indicated herein). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement and the signature page to the Registration Statement. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Item 16. Exhibits.

Exhibit
Number
Exhibit Description
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 ________________________
*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 April 12, 2024.
  
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 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)
 
April 12, 2024
Lance Alstodt
 
 
 
 
 
 
 
*
 
Vice President, Research and Development, Secretary and Director
 
April 12, 2024
Francisco Silva
 
 
 
 
 
 
 
*
  
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
  
April 12, 2024
Robert E. Kristal
  
         
*
 
Director
 
April 12, 2024
Nickolay Kukekov
 
 
 
 
 
 
 
*
  
Director
  
April 12, 2024
Patrick F. Williams
  
         
*
  
Director
  
April 12, 2024
David Rosa
  
         
*By: /s/ Lance Alstodt
        
Lance Alstodt
Attorney-In-Fact