BioRestorative Thera

BRTX
Delayed OTC Bulletin Board - Other OTC - 10/22 09:53:29 pm
0.15USD
+15.38%

BIORESTORATIVE THERAPIES, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Envoyer par e-mail
10/10/2019 | 11:27 pm

Item 1.01. Entry into a Material Definitive Agreement.



Effective as of October 7, 2019, BioRestorative Therapies, Inc. (the "Company")
issued a convertible promissory note to Auctus Fund, LLC ("Auctus") in the
principal amount of $850,000 (the "Auctus Note") pursuant to a debt financing in
which the Company received net proceeds of $773,500. The Company used the net
proceeds of the financing to prepay a convertible promissory note. The Auctus
Note provides for the payment of the principal amount, together with interest at
the rate of 12% per annum, on April 7, 2020. The Auctus Note is convertible, at
the option of Auctus, into shares of common stock of the Company at a conversion
price generally equal to 58% of the market price of the Company's common stock
at the time of conversion. In consideration of the loan, the Company issued to
Auctus a five-year warrant for the purchase of 100,000 shares of common stock of
the Company at an exercise price of $0.35 per share, subject to adjustment (the
"Auctus Warrant").



The foregoing descriptions of the Auctus Note and the Auctus Warrant do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Auctus Note and the Auctus Warrant in the forms filed as
Exhibits 10.1 and 10.2 to this Current Report, which are incorporated herein by
reference.





Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.



See Item 1.01 above.



Item 3.02. Unregistered Sales of Equity Securities.



See Item 1.01 above.



For the above-referenced securities issuance, the Company relied upon Section
4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer
not involving any public offering. For such transaction, the Company did not use
general solicitation or advertising to market the securities, Auctus 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 and June 30,
2019
, 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 Auctus. The Company reasonably
believes that Auctus is an accredited investor.
--------------------------------------------------------------------------------





Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



10.1 Convertible Promissory Note, dated October 7, 2019, issued by
BioRestorative Therapies, Inc. to Auctus Fund, LLC.



10.2 Warrant, dated October 7, 2019, issued by BioRestorative Therapies, Inc. to
Auctus Fund, LLC.



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

Acquiremedia 2019
Envoyer par e-mail