BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) Files An 8-K Unregistered Sales of Equity Securities

Between September 10, 2019 and October 2, 2019, BioRestorative Therapies, Inc. (the “Company”) issued an aggregate of 1,332,375 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $155,467, inclusive of accrued and unpaid interest.

Between September 12, 2019 and October 2, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $423,750 for aggregate cash proceeds of $375,655. The convertible notes bear interest at rates from 10% to 12% per annum payable at maturity with original maturity dates ranging from June 2020 to September 2020. The convertible notes and respective accrued interest are convertible into shares of the Company’s common stock at the election of the holder as follows: (i) an aggregate of $183,750 of principal is convertible into shares of the Company’s common stock at the election of the holder at a fixed price of $1.00 per share for the first six months following the respective issue date, and thereafter at a conversion price generally equal to 58% of the fair value of the Company’s stock, subject to adjustment, (ii) an aggregate of $90,000 of principal becomes convertible 180 days following the issuance at a conversion price generally equal to 58% of the fair value of the Company’s common stock, and (iii) $150,000 of principal becomes convertible 180 days following the issuance at a conversion price equal to the lower of the closing price on the trading day immediately preceding the issuance date or 58% of the fair value of the Company’s common stock.

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, 2018, Quarterly Reports on Form 10-Q for the periods ended March 31, 2019 and June 30, 2019 and 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.