BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement.
On February 19, 2019, BioRestorative Therapies, Inc. (the “Company”) issued 1,000,000 shares of common stock of the Company to Dale Broadrick (“Broadrick”) at a purchase price of $0.60 per share. In consideration thereof, the Company issued to Broadrick a five year warrant (the “Five Year Warrant”) for the purchase of 500,000 shares of common stock of the Company at an exercise price of $0.85 per share and a one year warrant (together with the Five Year Warrant, the “Warrants”) for the purchase of 500,000 shares of common stock of the Company at an exercise price of $0.70 per share.
The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrants filed as Exhibits 10.1 and 10.2 to this Current Report, which are incorporated herein by reference.
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Item 3.02 |
Unregistered Sales of Equity Securities. |
On February 11, 2019, the Company issued 65,262 shares of common stock of the Company in exchange for outstanding indebtedness in the amount of $22,711, inclusive of accrued and unpaid interest and fees.
On February 21, 2019, the Company and a certain lender agreed to extend the maturity date of a promissory note from January 2019 to December 2019. In consideration of the extension, the Company issued 10,000 shares of common stock of the Company to the lender.
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 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 |
Financial Statements and Exhibits. |
(d) Exhibits.
10.1Warrant, dated February 19, 2019, issued by the Company to Dale Broadrick.
10.2Warrant, dated February 19, 2019, issued by the Company to Dale Broadrick.
BioRestorative Therapies, Inc. Exhibit
EX-10.1 2 ex10_1.htm WARRANT DATED FEBRUARY 19,…
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About BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX)
BioRestorative Therapies, Inc. develops therapeutic products and medical therapies using cell and tissue protocols, involving adult (non-embryonic) stem cells. The Company offers human and plant stem cell derived cosmetic and skin care products. Its programs relate to the treatment of disc/spine disease and metabolic disorders and include Disc/Spine Program (brtxDISC) and Metabolic Program (ThermoStem). Its curved needle device (CND) is a needle system with a curved inner cannula to allow access to difficult-to-locate regions for the delivery or removal of fluids and other substances. The CND is intended to deliver stem cells and/or other therapeutic products or material to the interior of a human intervertebral disc, the spine region, or other areas of the body. The device relies on the use of pre-curved nested cannulae that allows the cells or material to be deposited in the posterior and lateral aspects of the disc to which direct access is not possible due to outlying structures.