BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, NY 11747
October 20, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | BioRestorative Therapies, Inc. |
| Registration Statement on Form S-l | |
| Filed June 3, 2015, as amended | |
| File No. 333-204672 | |
| Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-204672), as amended (the “Registration Statement”), so that it may become effective at 5:00 PM, Eastern time, on October 21, 2015, or as soon thereafter as practicable. Under separate cover, you will receive a letter from the sole underwriter of the proposed offering joining the Registrant’s request for acceleration of effectiveness of the Registration Statement. The Registrant hereby authorizes Fred Skolnik, an attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 296-7048, or in his absence to Nicholas Venditto, an attorney at Certilman Balin Adler & Hyman, LLP, at (516) 296-7072.
| Very truly yours, | |||
| By: | /s/ Mark Weinreb | ||
| Mark Weinreb | |||
| President and Chief Executive Officer | |||
cc: Certilman Balin Adler & Hyman, LLP