UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: March 18, 2021

(Date of earliest event reported)

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:

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

(d) On March 18, 2021 Nickolay Kukekov was elected a director of BioRestorative Therapies, Inc. (the “Company”).  On March 31, 2021, Dr. Kukekov was appointed to the Audit Committee, Compensation Committee and Nominating Committee of the Board of Directors of the Company.

(e) On March 18, 2021, the Company’s Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the “Plan”).  Pursuant to the Plan, a total of 4,700,000,000 shares of common stock are authorized to be issued pursuant to the grant of stock options, restricted stock units, restricted stock and stock appreciation rights.

On March 18, 2021, the Company and Lance Alstodt, its President, Chief Executive Officer and Chairman of the Board, entered into an employment agreement (the “Alstodt Employment Agreement”) which provides for a term ending on March 18, 2026.  Pursuant to the Alstodt Employment Agreement, Mr. Alstodt is entitled to receive initially an annual salary of $250,000.  Mr. Alstodt’s annual salary will increase by $50,000 per year.  In addition, in the event certain performance goals are met, Mr. Alstodt’s salary will increase by $150,000.  The Alstodt Employment Agreement also provides for the grant to Mr. Alstodt pursuant to the Plan of (i) a ten year option for the purchase of 1,173,917,974 shares of common stock of the Company and (ii) 586,958,987 restricted stock units of the Company (“RSUs”).

On March 18, 2021, the Company and Francisco Silva, its Vice President, Research and Development, entered into an employment agreement (the “Silva Employment Agreement”) which provides for a term ending on March 18, 2026.  Pursuant to the Silva Employment Agreement, Mr. Silva is entitled to receive initially an annual salary of $225,000.  Mr. Silva’s annual salary will increase by $50,000 per year.  In addition, in the event certain performance goals are met, Mr. Silva’s salary will increase by $150,000.  The Silva Employment Agreement also provides for the grant to Mr. Silva pursuant to the Plan  of (i) a ten year option for the purchase of 1,173,917,974 shares of common stock of the Company and (ii) 586,958,987 RSUs.

The foregoing descriptions of the Plan, the Alstodt Employment Agreement, the Silva Employment Agreement and the stock option and RSU grants do not purport to be complete and are qualified in their entirety by reference to the full texts of the Plan, the Alstodt Employment Agreement, the Silva Employment Agreement, the Non-Qualified Stock Option Award Agreement for Mr. Alstodt, the Non-Qualified Stock Option Award Agreement for Mr. Silva, the Restricted Stock Unit Award Agreement for  Mr. Alstodt and the Restricted Stock Unit Award Agreement for Mr. Silva filed as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.

(d) Exhibits.