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

BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02.

Between November 6, 2019 and November 26, 2019, BioRestorative Therapies, Inc. (the “Company”) issued an aggregate of 3,076,504 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $80,873, inclusive of accrued and unpaid interest.
Between November 7, 2019 and November 18, 2019, the Company repaid certain outstanding promissory notes in the aggregate amount of $99,195, inclusive of accrued interest.
On November 14, 2019, the Company issued a convertible promissory note in the principal amount of $110,250 for cash proceeds of $100,000. The convertible note bears interest at a rate of 12% per annum payable at maturity with an original maturity date in November 2020. The convertible note and accrued interest are convertible into shares of the Company’s common stock at the election of the holder after six months following the issuance at a conversion price generally equal to 58% of the fair value of the Company’s common stock.
On November 20, 2019, the Company issued 142,857 shares of the Company’s common stock and a five-year immediately vested warrant for the purchase of 142,857 shares of the Company’s common stock at an exercise price of $0.10 per share to a certain investor for gross proceeds of $10,000.
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, June 30, 2019, and September 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.

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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.

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