UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

___________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: November 1, 2019
(Date of earliest event reported)

BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
000-54402
91-1835664
(State or Other Jurisdiction of Incorporation)
(Commission File No.)
(IRS Employer Identification Number)

40 Marcus Drive, Melville, New York
    11747
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (631) 760-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
____
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
____
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
____
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  □
Item 1.02.
Termination of a Material Definitive Agreement.

Pursuant to a Securities Purchase Agreement, dated as of July 26, 2019 (the “Purchase Agreement”), between BioRestorative Therapies, Inc. (the “Company”) and Arena Investors LP (“Arena”), each of the Company and Arena had the right to terminate the Purchase Agreement in the event it was not closed by October 31, 2019.  The parties have determined not to move forward with the transaction.
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  BIORESTORATIVE THERAPIES, INC.
 
       
Dated:  November 1, 2019
By:
/s/ Mark Weinreb
 
    Mark Weinreb
 
    Chief Executive Officer