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

Date of Report: December 12, 2019
(Date of earliest event reported)

(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction of Incorporation)
(Commission File No.)
(IRS Employer Identification Number)

40 Marcus Drive, Melville, New York
(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

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 3.02.
Unregistered Sales of Equity Securities.

Between December 9, 2019 and December 18, 2019, BioRestorative Therapies, Inc. (the “Company”) issued an aggregate of 13,091,685 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $136,651, inclusive of accrued and unpaid interest.

On December 18, 2019, the Company issued a convertible promissory note in the principal amount of $115,500 for cash proceeds of $100,000. The convertible note bears interest at a rate of 12% per annum payable at maturity with an original maturity date in December 2020. The convertible note and respective accrued interest are convertible into shares of the Company’s common stock at a conversion price equal to $1.00 per share for the first six months following the issuance date, and thereafter at a conversion price generally equal to 58% 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.


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.

Dated:  December 18, 2019
/s/ Mark Weinreb
    Mark Weinreb
    Chief Executive Officer

BioRestorative Therapies (PK) (USOTC:BRTX)
Historical Stock Chart
From Dec 2020 to Jan 2021 Click Here for more BioRestorative Therapies (PK) Charts.
BioRestorative Therapies (PK) (USOTC:BRTX)
Historical Stock Chart
From Jan 2020 to Jan 2021 Click Here for more BioRestorative Therapies (PK) Charts.