BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) Files An 8-K Unregistered Sales of Equity Securities
Between January 9, 2020 and January 15, 2020, BioRestorative Therapies, Inc. (the “Company”) issued an aggregate of 71,247,641 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $186,914, inclusive of accrued and unpaid interest.
On January 10, 2020, the Company issued 1,000,000 shares of the Company’s common stock and a five-year immediately vested warrant for the purchase of 1,000,000 shares of the Company’s common stock with an exercise price of $0.015 per share to a certain investor for gross proceeds of $10,000.
On January 14, 2020, the Company issued a convertible promissory note in the principal amount of $88,000 for cash proceeds of $85,000. The convertible note bears interest at a rate of 12% per annum with an original maturity date in January 2021. The convertible note and respective 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 equal to 61% 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, 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.
(e) Effective January 15, 2020, the annual salary payable by the Company to Mark Weinreb, its President, Chief Executive Officer and Chairman of the Board, Lance Alstodt, its Executive Vice President and Chief Strategy Officer, Francisco Silva, its Vice President of Research and Development, Robert Paccasassi, its Vice President of Quality and Compliance, and Mandy Clyde, its Vice President of Operations, was reduced to $46,800, $46,800, $46,800, $140,875 and $104,633, respectively. Such salary reductions will not affect the amount of any severance to which any of such persons may be entitled to their respective employment agreements with the Company.
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.