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

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Item 3.02

Unregistered Sales of Equity Securities.
Between February 6, 2017 and February 8, 2017, BioRestorative
Therapies, Inc. (the “Company”) issued an aggregate of
157,668 shares of common stock of the Company at an aggregate
purchase price of $498,000. In consideration of the share
purchases, the Company issued to certain of the subscribers
five year warrants for the purchase of an aggregate of 107,668
shares of common stock of the Company at an exercise price of
$4.00 per share.
Between February 8, 2017 and February 10, 2017, the Company
issued an aggregate of 95,802 shares of common stock of the
Company in exchange for outstanding indebtedness in the aggregate
amount of $287,402, inclusive of accrued and unpaid interest. In
consideration of the exchanges, the Company issued to the
debtholders five year warrants for the purchase of an aggregate
of 95,802 shares of common stock of the Company at an exercise
price of $4.00 per share. In addition, in consideration of the
exchange by one debtholder, the Company agreed to extend the
expiration dates of certain warrants held by the debtholder for
the purchase of an aggregate of 18,000 shares of common stock of
the Company to February 8, 2022.
On January 3, 2017, in consideration of a loan to the Company in
the amount of $200,000, the Company issued to the lender a five
year warrant for the purchase of 20,000 shares of common stock of
the Company at an exercise price of $4.00 per share. The warrant
was valued at $32,600.
On January 31, 2017, in consideration of the extension of the
maturity date for the repayment of a loan, the Company issued to
the lender a five year warrant for the purchase of 3,000 shares
of common stock of the Company at an exercise price of $4.00 per
share. The warrant was valued at $4,890.
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, 2015, Quarterly Reports on Form 10-Q for
the periods ended March 31, 2016, June 30, 2016 and September 30,
2016, 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.
Item 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On February 14, 2017, the Compensation Committee of the Board
of Directors of the Company (the “Compensation Committee”)
reduced the exercise price of outstanding options for the
purchase of an aggregate of 1,208,950 shares of common stock of
the Company (with exercise prices ranging between $5.70 and
$30.00 per share) to $4.70 per share, which was the closing price
for the Company’s common stock on February 13, 2017, as reported
by the OTCQB. The exercise price reduction related to options
held by, among others, the Company’s executive officers and
directors with respect to the following number of shares: (i)
Mark Weinreb, the Company’s President, Chief Executive Officer
and Chairman of the Board: 494,500 shares, (ii) A. Jeffrey Radov,
one of the Company’s directors: 238,000 shares, (iii) Paul Jude
Tonna, one of the Company’s directors: 100,000 shares, (iv) Dr.
Charles S. Ryan, one of the Company’s directors: 35,000 shares,
(v) Francisco Silva, the Company’s Vice President of Research
and Development: 100,650 shares, (vi) Edward L. Field, President
of the Company’s Disc/Spine Division: 50,000 shares, and (vii)
Mandy Clyde, the Company’s Vice President of Operations: 54,050
shares.
On February 14, 2017, the Compensation Committee amended the
performance goals for the bonus payable to Mr. Weinreb for 2016,
and established performance goals for the bonus payable to Mr.
Weinreb for 2017, as set forth in the letter agreement attached
hereto as Exhibit 10.1 which is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits:
10.1 Letter agreement, dated February 14, 2017, between
BioRestorative Therapies, Inc. and Mark Weinreb.


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.

BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) Recent Trading Information

BIORESTORATIVE THERAPIES, INC. (OTCMKTS:BRTX) closed its last trading session 00.00 at 4.70 with shares trading hands.

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