0001021771-17-000041.txt : 20170206 0001021771-17-000041.hdr.sgml : 20170206 20170203174151 ACCESSION NUMBER: 0001021771-17-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161123 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170206 DATE AS OF CHANGE: 20170203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BioRestorative Therapies, Inc. CENTRAL INDEX KEY: 0001505497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 911835664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37603 FILM NUMBER: 17573315 BUSINESS ADDRESS: STREET 1: 40 MARCUS DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: (631) 760-8100 MAIL ADDRESS: STREET 1: 40 MARCUS DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: Stem Cell Assurance, Inc. DATE OF NAME CHANGE: 20101110 8-K 1 form8kdtd11232016.htm BIORESTORATIVE 8-K DTD NOVEMBER 23, 2016
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: November 23, 2016
(Date of earliest event reported)


BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
000-54402
91-1835664
(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))

 

 
Item 3.02.
Unregistered Sales of Equity Securities.

Between November 9, 2016 and January 25, 2017, BioRestorative Therapies, Inc. (the "Company") issued an aggregate of 236,656 shares of common stock of the Company at a purchase price of $3.00 per share.  In consideration of the share purchases, the Company issued to the subscribers five year warrants for the purchase of an aggregate of 246,656 shares of common stock of the Company at an exercise price of $4.00 per share.

Between November 7, 2016 and November 22, 2016, the Company issued an aggregate of 21,389 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $42,186, inclusive of accrued and unpaid interest.

On October 19, 2016, the Company issued 7,500 shares of common stock of the Company in consideration of services rendered.  The shares were valued at $15,000.

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, 2015, Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016, 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.


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:  February 3, 2017
By:
/s/ Mark Weinreb  
    Mark Weinreb  
    Chief Executive Officer