Item 3.02 Unregistered Sale of Equity Securities.
Between January 9, 2020 and January 15, 2020, BioRestorative Therapies, Inc.
(the "Company") issued an aggregate of 71,247,641 shares of common stock of the
Company in exchange for outstanding indebtedness in the aggregate amount of
$186,914, inclusive of accrued and unpaid interest.
On January 10, 2020, the Company issued 1,000,000 shares of the Company's common
stock and a five-year immediately vested warrant for the purchase of 1,000,000
shares of the Company's common stock with an exercise price of $0.015 per share
to a certain investor for gross proceeds of $10,000.
On January 14, 2020, the Company issued a convertible promissory note in the
principal amount of $88,000 for cash proceeds of $85,000. The convertible note
bears interest at a rate of 12% per annum with an original maturity date in
January 2021. The convertible note and respective accrued interest are
convertible into shares of the Company's common stock at the election of the
holder after six months following the issuance at a conversion price equal to
61% of the fair value of the Company's common stock.
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) Effective January 15, 2020, the annual salary payable by the Company to Mark
Weinreb, its President, Chief Executive Officer and Chairman of the Board, Lance
Alstodt, its Executive Vice President and Chief Strategy Officer, Francisco
Silva, its Vice President of Research and Development, Robert Paccasassi, its
Vice President of Quality and Compliance, and Mandy Clyde, its Vice President of
Operations, was reduced to $46,800, $46,800, $46,800, $140,875 and $104,633,
respectively. Such salary reductions will not affect the amount of any
severance to which any of such persons may be entitled pursuant to their
respective employment agreements with the Company.
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