Current Report Filing (8-k)
April 14 2023 - 5:22PM
Edgar (US Regulatory)
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2023-04-14
2023-04-14
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xbrli:shares
iso4217:USD
xbrli:shares
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: April 14, 2023
(Date
of earliest event reported)
BIORESTORATIVE
THERAPIES, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-37603 |
|
30-1341024 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
Number) |
40
Marcus Drive, Melville, New York |
|
11747 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value |
|
BRTX |
|
Nasdaq
Capital Market |
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. ☐
Item
1.01 |
Entry
into a Material Agreement. |
On
April 14, 2023, BioRestorative Therapies, Inc. (the “Company”) entered into a Capital On Demand™ Sales Agreement (the
“Sales Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), pursuant to which the Company
may offer and sell, from time to time, through or to the Agent, shares of the Company’s common stock, par value $0.0001 per share,
having an aggregate offering price of up to $3.7 million (the “Shares”).
The
Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the
Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell Shares from time to time
based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified
by the Company. Under the Sales Agreement, the Agent may sell Shares by any method permitted by law deemed to be an “at the market
offering” under Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company will pay the Agent a commission equal
to 3.0% of the gross sales price from each sale of Shares and provide the Agent with customary indemnification and contribution rights.
The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party.
The
issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective
registration statement on Form S-3 (Registration Statement No. 333-269631) (as amended, the “Registration Statement”), filed
with the Securities and Exchange Commission (the “SEC”) on February 7, 2023, and declared effective on February 14, 2023.
The offering is described in the Company’s Prospectus Supplement, dated April 14, 2023, as filed with the SEC on April 14, 2023.
The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The legal opinion of Certilman Balin Adler & Hyman, LLP, counsel to the Company, relating to the validity of the Shares
being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01 |
Financial
Statements and Exhibits. |
(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.
|
BIORESTORATIVE THERAPIES, INC. |
|
|
|
Dated:
April 14, 2023 |
By:
|
/s/
Lance Alstodt |
|
|
Lance
Alstodt |
|
|
President
and CEO |
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