Amended Current Report Filing (8-k/a)
April 05 2021 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Charter)
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:
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 __
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.
This amendment to the Current Report on Form 8-K for an event dated March 18, 2021 is being filed to indicate the committees of the Board of Directors of BioRestorative Therapies, Inc. to which
Nickolay Kukekov has been appointed.
(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.
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: April 5, 2021
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By:
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/s/ Lance Alstodt
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Lance Alstodt
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President and CEO
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