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 8,
2020
(Date of earliest event
reported)
BIORESTORATIVE THERAPIES,
INC.
(Exact Name of Registrant as
Specified in Charter)
Registrant's telephone number,
including area code: (631) 760-8100
Securities registered pursuant to Section 12(b) of the
Act:
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:
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. □
Between January 8, 2020 and January 10, 2020, BioRestorative
Therapies, Inc. (the “Company”) issued an aggregate of 37,553,208
shares of common stock of the Company in exchange for outstanding
indebtedness in the aggregate amount of $112,271, inclusive of
accrued and unpaid interest.
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.
(b) On
January 10, 2020, John M. Desmarais and Charles S. Ryan resigned as
directors of the Company.
On January 8, 2020, the Company held a Special Meeting of
Stockholders (the “Special Meeting”). The following is
a listing of the votes cast for and against, as well as
abstentions, with respect to the matters voted upon at the Special
Meeting. At the Special Meeting, the Company’s stockholders
(i) approved an amendment to the Company’s Certificate of
Incorporation to increase the number of shares of common stock
authorized to be issued by the Company from 300,000,000 to
2,000,000,000, (ii) approved an amendment to the Company’s 2010
Equity Participation Plan (the “Plan”) to increase the number of
shares of common stock authorized to be issued pursuant to the Plan
from 20,000,000 to 100,000,000, (iii) approved amendments to the
Certificate of Incorporation of the Company, and authorized the
Board of Directors of the Company to select and file one such
amendment, to effect a reverse stock split of the Company’s common
stock at a ratio of not less than 1-for-2 and not more than
1-for-1,500, with the Board of Directors of the Company having the
discretion as to whether or not the reverse stock split is to be
effected, and with the exact ratio of any reverse stock split to be
set at a whole number within the above range as determined by the
Company’s Board of Directors in its discretion (the “Reverse Stock
Split Proposal”), which Reverse Stock Split Proposal revises the
reverse stock split ratio approved by the Company’s stockholders on
November 13, 2019, and (iv) authorized the Board of Directors of
the Company, in its discretion, to reduce the number of shares of
common stock authorized to be issued by the Company in proportion
to the percentage decrease in the number of outstanding shares of
common stock resulting from the reverse split (or a lesser decrease
in authorized shares of common stock as determined by the Company’s
Board of Directors in its discretion).
(d) Exhibits.
3.1 Certificate
of Amendment of Certificate of Incorporation of 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.
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BIORESTORATIVE THERAPIES, INC.
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Dated: January 10, 2020
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By:
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/s/ Mark
Weinreb
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Mark
Weinreb
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Chief Executive
Officer
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