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: February 13,
2020
(Date of earliest event
reported)
BIORESTORATIVE THERAPIES,
INC.
(Exact Name of Registrant as
Specified in Charter)
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
No.)
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(IRS Employer
Identification Number)
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40 Marcus Drive, Melville, New
York
11747
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(Address of
Principal Executive
Offices)
(Zip Code)
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Registrant's telephone number,
including area code: (631) 760-8100
Securities registered pursuant to Section 12(b) of the
Act:
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Name of each exchange on which
registered
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N/A
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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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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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. □
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Item 3.02
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Unregistered Sale
of Equity Securities.
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Between
February 11, 2020 and February 20, 2020, BioRestorative Therapies,
Inc. (the “Company”) issued an aggregate of 327,123,339 shares of
common stock of the Company upon the exercise by the holders of
indebtedness in the aggregate amount of $327,123, inclusive of
accrued and unpaid interest and imputed additional principal, of
their conversion rights pursuant to their respective convertible
promissory notes issued by the Company. Following such
issuances, there were approximately 1,328,000,000 shares of common
stock of the Company issued and outstanding.
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.
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.
Dated: February 20, 2020
BIORESTORATIVE THERAPIES, INC.
By:__/s/______________________________
Mark
Weinreb
Chief Executive Officer
