Item 3.03 Material Modification to Rights of Security Holders.
Effective
The Reincorporation was previously submitted to a vote of, and approved by, the
Company's stockholders at its 2022 Annual Meeting of Stockholders held on
• the affairs of the Company ceased to be governed by the General Corporation Law of theState of Delaware , the Company's existing Certificate of Incorporation (including the Certificate of Designations of Preferred Stock with regard to Series B Preferred Stock) and the Company's existing Bylaws, and the affairs of the Company are subject to the Nevada Revised Statutes, theNevada corporation's Amended and Restated Articles of Incorporation (the " Nevada Articles of Incorporation "), theNevada corporation's Certificate of Designations of Preferred Stock with regard to Series B Preferred Stock (the "Nevada Certificate of Designations ") and the Nevada Bylaws; • each outstanding share of theDelaware corporation's common stock and Series B preferred stock has been converted into an outstanding share of theNevada corporation's common stock and Series B preferred stock; • each outstanding option and warrant to acquire shares of theDelaware corporation's common stock has been converted into an equivalent option and warrant to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option and warrant), the same number of shares of theNevada corporation's common stock; • each outstanding restricted share of theDelaware corporation's common stock has been converted into an equivalent restricted share of theNevada corporation's common stock with the same terms and conditions (including the vesting schedule applicable to each such share); • each employee benefit, equity participation plan or other similar plan of theDelaware corporation will continue to be an employee benefit, equity participation plan or other similar plan of theNevada corporation; and • each director and officer of theDelaware corporation will continue to hold his respective position with theNevada corporation.
Certain rights of the Company's stockholders have also changed as a result of
the Reincorporation, as described in the Company's Definitive Proxy Statement on
Schedule 14A filed with the
The Reincorporation will not affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements will continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation will not result in any change in the headquarters, business, jobs, management, employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company.
The foregoing descriptions of the Plan of Merger , the Delaware Certificate of Merger , the Nevada Articles of Merger , the Nevada Articles of Incorporation , the Nevada Certificate of Designations and the Nevada Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan of Merger , the Delaware Certificate of Merger , the Nevada Articles of Merger , the Nevada Articles of Incorporation , the Nevada Certificate of Designations and the Nevada Bylaws , copies of which are filed as Exhibits 2.1 , 3.1 , 3.2 ,
3.3 , 3.4 and 3.5 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Number Description 2.1 Agreement and Plan of Merger , dated as of December 23, 2022, by and between BioRestorative Therapies, Inc., a Delaware corporation, and BioRestorative Therapies, Inc., a Nevada corporation. 3.1 Certificate of Merger , as filed with the Secretary of State of the State of Delaware on December 29, 2022. 3.2 Articles of Merger , as filed with the Secretary of State of the State of Nevada on December 29, 2022. 3.3 Amended and Restated Articles of Incorporation of the Company, as filed with the Secretary of State of the State of Nevada on December 29, 2022. 3.4 Certificate of Designations of Preferred Stock with regard to Series B Preferred Stock of the Company, as filed with the Secretary of State of Nevada on December 29, 2022. 3.5 Bylaws of the Company.
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