UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 4, 2019
(Date of earliest event reported)
BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(IRS Employer Identification Number)
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40 Marcus Drive, Melville, New York
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11747
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (631)
760-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Between December 31, 2018 and January 7, 2019, BioRestorative Therapies, Inc. (the “Company”) issued promissory notes to
accredited investors in the aggregate principal amount of $675,000 (the “Notes”) pursuant to a debt financing in which it received funds in such aggregate principal amount. The Notes provide for the payment of the principal amount, together with
interest at the rate of 15% per annum, six months from the date of issuance. Each Note is convertible, at the option of the respective holder, into shares of common stock of the Company at a conversion price of $0.60 per share, subject to
adjustment, and a five year warrant (the “Warrant”) for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amount of the Note. The Warrant provides for an exercise price of $0.80 per share,
subject to adjustment.
The foregoing description of the Notes (including the foregoing description of the Warrant which is attached as an exhibit
to each Note) does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note filed as Exhibit 10.1 to this Current Report, which is incorporated herein by reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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See Item 1.01 above.
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Item 3.02
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Unregistered Sales of Equity Securities.
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Between January 2, 2019 and January 9, 2019, the Company issued an aggregate of 801,280 shares of common stock in
exchange for outstanding indebtedness in the aggregate amount of $264,548, inclusive of accrued and unpaid interest.
For each of the securities issuances, the Company relied upon Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Act as a security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or
given directly or indirectly for soliciting such exchange. For each such transaction, the Company did not use general solicitation or advertising to market the securities, the securities were offered to a limited number of persons, the investors
had access to information regarding the Company (including information contained in the Company's Form S-1, Annual Report on Form 10-K for the year ended December 31, 2017, Quarterly Reports on Form 10-Q for the periods ended March 31, 2018, June
30, 2018 and September 30, 2018, Current Reports on Form 8-K filed with the Securities and Exchange Commission and press releases made by the Company), and management of the Company was available to answer questions from prospective
investors. The Company reasonably believes that each of the investors is an accredited investor.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
10.1 Form of Convertible Promissory Note issued by BioRestorative Therapies, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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BIORESTORATIVE THERAPIES, INC. |
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Dated: January 10, 2019
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By:
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/s/ Mark Weinreb |
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Mark Weinreb |
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Chief Executive Officer |
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