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 March 29, 2019 and April 16, 2019, BioRestorative Therapies, Inc. (the “Company”) repaid certain outstanding convertible notes in the aggregate amount of $944,400, inclusive of accrued interest and prepayment premiums.
On April 9, 2019, the Company issued 80,000 shares of common stock of the Company to a certain Scientific Advisory Board (“SAB”) member of the Company at a purchase price of $0.70 per share. In consideration thereof, the Company issued to the SAB member a five-year warrant for the purchase of 80,000 shares of common stock of the Company at an exercise price of $1.00 per share.
Between April 8, 2019 and April 12, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $760,000 for aggregate cash proceeds of $728,280. The convertible notes bear interest at a rate of 12% per annum payable at maturity with original maturity dates ranging between October 2019 and January 2020. The convertible notes and respective accrued interest are convertible into shares of the Company’s common stock at the election of the holder after the 180th day following the issue date at a conversion price generally equal to 58% of the fair value of the Company’s common stock, subject to adjustment. In connection with a certain convertible promissory note issuance, the Company issued 68,873 shares of common stock of the Company to the lender.
Between March 28, 2019 and April 22, 2019, the Company issued an aggregate of 1,137,274 shares of common stock in exchange for outstanding indebtedness in the aggregate amount of $437,228, inclusive of accrued and unpaid interest and fees.
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, 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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