Item 1.03 Bankruptcy or Receivership.
Chapter 11 Filing As previously disclosed, onMarch 20, 2020 ,BioRestorative Therapies, Inc. (the "Company") filed a voluntary petition commencing a case under chapter 11 of title 11 of theU.S. Code (the "Bankruptcy Code") in theUnited States Bankruptcy Court for the Eastern District of New York (the "Bankruptcy Court "). The Company's chapter 11 case (the "Chapter 11 Case") is being administered under the caption, In re:BioRestorative Therapies, Inc. , Case No. 8-20-71757. The Company is continuing to operate its business as a "debtor-in-possession" under the jurisdiction of theBankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of theBankruptcy Court . Senior "Debtor-in-Possession" Financing In connection with the Chapter 11 Case, the Company filed a motion (the "DIP Motion") seeking, among other things, interim and final approval of postpetition, debtor-in-possession financing (the "DIP Financing") on the terms and conditions set forth in Secured Term Note (the "DIP Note"), dated as ofApril 23, 2020 , issued by the Company toAuctus Fund, LLC (the "DIP Lender"). The DIP Note provides for a senior secured superpriority debtor-in-possession credit facility of up to$713,000 of which approximately$354,000 (the "Interim DIP Facility") was approved for funding pursuant to the entry of an interim DIP order (the "Interim DIP Order") and until the entry of a final order approving the DIP Note (the "Final DIP Order"), secured by a first priority lien on all tangible and intangible property and assets of the Company, now owned or hereafter acquired, subject to certain carve outs, pursuant to a Security Agreement (the "DIP Security Agreement"), dated as ofApril 23, 2020 , executed by the Company in favor of the DIP Lender. The Interim DIP Order was approved by theBankruptcy Court at a hearing held onApril 23, 2020 . The Company received approximately$244,000 of the Interim DIP Facility from the DIP Lender onApril 24, 2020 .
The proceeds from the DIP Financing will be used, subject to the Interim
DIP Order and the Final DIP Order, (a) for working capital and other general
purposes of the
The maturity date of the DIP Financing will be the earliest to occur of
(a)
Interest on the outstanding principal amount of the loans under the DIP Note will be payable in arrears on the maturity date at the rate of 8% per annum. Upon the occurrence and during the continuance of an event of default, all obligations under the DIP Note will bear interest at a rate equal to the then current rate plus an additional 2% per annum. The foregoing descriptions of the DIP Note and the DIP Security Agreement do not purport to be complete and are qualified in their entirety by reference to the texts of the DIP Note and the DIP Security Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, based on our current expectations,
estimates and projections about our operations, financial condition, results of
operations, and liquidity. Statements containing words such as "may," "believe,"
"anticipate," "expect," "intend," "plan," "project," "estimate," or similar
expressions constitute forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding expectations
about the timing and execution of the Company's strategic transactions and the
operating expectations during the pendency of the Chapter 11 Case. Potential
factors that could affect such forward-looking statements include, among others,
risks and uncertainties relating to the Chapter 11 Case, including, but not
limited to, the Company's ability to obtain
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Secured Term Note, dated as of
Inc. to
10.2 Security Agreement, dated as of
Inc. in favor of
_____________
* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of
Regulation S-K promulgated by the
--------------------------------------------------------------------------------
© Edgar Online, source