UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
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CUSIP NUMBER
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(Check
one): [X]
Form 10-K [
] Form 20-F [
] Form 11-K [
] Form 10-Q [
] Form 10-D [
] Form N-CEN
[
] Form N-CSR
For Period
Ended: December 31, 2019
[
] Transition Report on Form 10-K
[
] Transition Report on Form 20-F
[
] Transition Report on Form 11-K
[
] Transition Report on Form 10-Q
For the
Transition Period Ended: __________________________
Read Instruction (on back) Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the
notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification
relates:______________________________________________________________
PART I - REGISTRANT INFORMATION
BIORESTORATIVE THERAPIES, INC.
Full Name of Registrant
Former Name if
Applicable
40 Marcus Drive
Address of Principal Executive Office (Street and Number)
Melville, New York 11747
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
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[ X ]
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(a)
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The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or
expense;
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[ ]
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(b)
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The subject annual report, semi-annual report, transition report on
Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
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[ ]
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(c)
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The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
As
previously reported on the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 20,
2020, on such date, the Company filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of New York
(the “Bankruptcy Filing”).
During the period leading up to and since the Bankruptcy Filing,
the Company has been principally engaged in addressing
bankruptcy-related matters. The Company’s financial, accounting and
administrative personnel and consultants have devoted substantially
all of their time to the maintenance of the Company’s ongoing
operations, including the development of the Company’s
post-petition strategy and negotiations with regard to the
potential sale of its assets.
As a
result of the increased burdens placed upon the Company’s
financial, accounting and administrative staff and consultants, as
described above, and the lack of Company financial resources
to devote to the preparation and audit of its financial statements
for the year ended December 31, 2019 and the preparation of its
Annual Report on Form 10-K for such year (the “10-K”), the Company
will not be able to timely file the 10-K.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this
notification:
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Mark Weinreb
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(631) 760-8100
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(Name)
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(Area Code) (Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify
report(s). [ X ] Yes
[ ] No
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(3)
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Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? [
] Yes [ ] No See
below.
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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Explanation of Anticipated Change
Reference is made to PART III – NARRATIVE.
BIORESTORATIVE THERAPIES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
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Date: March 31, 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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INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized
representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
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1.
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This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
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2.
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One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a
matter of public record in the Commission files.
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3.
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A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
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4.
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Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amended
notification.
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5.
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Interactive data submissions. This form shall not be used by
electronic filers with respect to the submission or posting of an
Interactive Data File (§232.11 of this chapter). Electronic filers
unable to submit or post an Interactive Data File within the time
period prescribed should comply with either Rule 201 or 202 of
Regulation S-T (§232.201 and §232.202 of this chapter).
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