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: January 10, 2020
(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

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A

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))
 
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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 3.02
Unregistered Sale 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.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(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 pursuant to their respective employment agreements with the Company.

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.

  Company Name  
       
Dated:  January 16, 2020
By:
/s/ Mark Weinreb
 
    Mark Weinreb
 
    Chief Executive Officer