S-3 1 ny20071015x1_s3.htm S-3

AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2026

REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRT APARTMENTS CORP.

(Exact name of registrant as specified in its charter)


MARYLAND (State or other jurisdiction of incorporation or organization)			13-2755856 (I.R.S. Employer Identification No.)

60 Cutter Mill Road, Suite 303

Great Neck, New York 11021

(516) 466-3100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

S. Asher Gaffney, Esq.

Vice President, Corporate Secretary and Counsel

BRT Apartments Corp.

60 Cutter Mill Road, Suite 303

Great Neck, New York 11021

(516) 466-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jeffrey A. Baumel, Esq.

Brian Lee, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 768-6700

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

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 registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon the filing with the Commissions pursuant to Rule 462(e) under the Securities Act check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether registrant is 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	☒	Smaller reporting company	☒
		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 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
WHO WE ARE			3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
RISK FACTORS			6
USE OF PROCEEDS			9
DESCRIPTION OF STOCK			10
DESCRIPTION OF WARRANTS			14
DESCRIPTION OF SUBSCRIPTION RIGHTS			15
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS			16
LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS			20
FEDERAL INCOME TAX CONSIDERATIONS			22
IMPORTANCE OF OBTAINING PROFESSIONAL TAX ADVICE			42
PLAN OF DISTRIBUTION			43
LEGAL MATTERS			45
EXPERTS			45


SEC Registration Fee			$6,810
Accounting Fees			$*
Legal Fees and Disbursements			$*
Printing Fees			$*
Miscellaneous			$*
Total:			$*



			BRT APARTMENTS CORP.

			By:			/s/Jeffrey A. Gould
						Jeffrey A. Gould
						Chief Executive Officer and President


Signature	Title

/s/Israel Rosenzweig	Chairman of the Board of Directors	April 24, 2026
Israel Rosenzweig	Chairman of the Board of Directors	April 24, 2026

/s/Jeffrey A. Gould	President, Chief Executive Officer and Director (principal executive officer)	April 24, 2026
Jeffrey A. Gould		April 24, 2026

/s/Carol Cicero	Director	April 24, 2026
Carol Cicero	Director	April 24, 2026

/s/Alan H. Ginsburg	Director	April 24, 2026
Alan H. Ginsburg	Director	April 24, 2026

/s/Fredric H. Gould	Director	April 24, 2026
Fredric H. Gould	Director	April 24, 2026

/s/Matthew J. Gould	Director	April 24, 2026
Matthew J. Gould	Director	April 24, 2026

/s/Louis C. Grassi	Director	April 24, 2026
Louis C. Grassi	Director	April 24, 2026


Signature	Title

/s/Gary Hurand	Director	April 24, 2026
Gary Hurand	Director	April 24, 2026

/s/Jeffrey Rubin	Director	April 24, 2026
Jeffrey Rubin	Director	April 24, 2026

/s/Jonathan H. Simon	Director	April 24, 2026
Jonathan H. Simon	Director	April 24, 2026

/s/Elie Weiss	Director	April 24, 2026
Elie Weiss	Director	April 24, 2026

/s/Isaac Kalish	Chief Financial Officer and Senior Vice President (Principal Financial Officer)	April 24, 2026
Isaac Kalish		April 24, 2026

/s/ Matthew Gibbons	Chief Accounting Officer (Principal Accounting Officer)	April 24, 2026
Matthew Gibbons	Chief Accounting Officer (Principal Accounting Officer)	April 24, 2026


Exhibit No.			Description of Exhibit
1.1			Form of Underwriting Agreement for common stock, preferred stock, warrants or subscription rights.**
2.1			Plan of Conversion dated December 8, 2016 (incorporated by reference to Annex B of Amendment No. 1 to our Registration Statement on Form S-4 filed January 12, 2017 (the “S-4 Registration”) (Reg. No. 333-215221).
3.1			Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed March 20, 2017).
3.2			Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed December 6, 2022).
4.1			Form of board of director resolutions with respect to any preferred shares to be issued .**
4.2			Form of warrant agreement.**
4.3			Form of subscription rights agreement.**
5.1			Opinion of Dentons US LLP with respect to the legality of the securities being issued.*
8.1			Tax Opinion of Dentons US LLP.*
23.1			Consent of Dentons US LLP (included in its opinions filed as Exhibits 5.1 and 8.1).*
23.2			Consent of Ernst & Young LLP, independent registered public accounting firm.*
24.1			Powers of Attorney (included on the signature page of this Registration Statement). *
107.1			Filing Fee Table *

SEC Form S-3 filed by BRT Apartments Corp. (MD)