Between January 27, 2020 and January 31, 2020, BioRestorative Therapies, Inc. (the “Company”) issued an aggregate of 201,436,602 shares of common stock of the Company upon the exercise by the holders of outstanding indebtedness in the aggregate amount of $205,166, inclusive of accrued and unpaid interest, of their conversion rights to their respective convertible promissory notes issued by the Company.

The prior issuances of an aggregate of 304,532,285 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $656,210, inclusive of accrued and unpaid interest, as previously reported on Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2020, January 10, 2020, January 16, 2020 and January 24, 2020 (as well as a significant portion of the shares of common stock issued in exchange for other indebtedness of the Company, as previously reported on other reports filed with the SEC), were likewise done upon the exercise by the holders of the respective convertible notes of their conversion rights to such notes.

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.