Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms and subject to the conditions of the Amended and Restated
Asset Purchase Agreement, the purchase price is
The Amended and Restated Asset Purchase Agreement remains subject to higher or better offers, as well as approval of theBankruptcy Court . The Asset Purchase Agreement provides for reimbursement of up to$250,000 of the Purchaser's expenses incurred in connection with the Amended and Restated Asset Purchase Agreement and the Amended and Restated DIP Loan Agreement (as defined in Item 1.03 below), each of which is payable upon certain termination events in accordance with the terms of the Amended and Restated Asset Purchase Agreement. No hearing before theBankruptcy Court has been scheduled with regard to the approval of all or any portion of the Amended and Restated Asset Purchase Agreement, and such agreement remains subject toBankruptcy Court approval. The foregoing description of the Amended and Restated Asset Purchase Agreement and the transactions contemplated thereby, including the Sale, does not purport to be complete and is qualified in its entirety by reference to the text of the Asset Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. Also, see Item 1.03 for a discussion of the Amended and Restated DIP Loan Agreement. Item 1.03 Bankruptcy or Receivership. Chapter 11 Filing As previously disclosed, onMarch 20, 2020 (the "Petition Date"), 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 will continue 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 has 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 the Amended and Restated DIP Loan and Security Agreement (the "Amended and Restated DIP Loan Agreement"), dated as ofMarch 30, 2020 , by and between the Company andPhoenix Cell Group Holdings LLC (the "DIP Lender"). The Amended and Restated DIP Loan Agreement provides for a senior secured superpriority debtor-in-possession credit facility of$1,424,273 (the "DIP Facility"), of which$350,000 would be available following entry of an interim DIP order and until the entry of the final order approving the Amended and Restated DIP Loan Agreement, 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. The Amended and Restated DIP Loan Agreement amended and restated the prior DIP Loan and Security Agreement discussed in the Company's Current Report on Form 8-K filed with theSEC onMarch 20, 2020 . The Company sought emergency approval of a portion of the proposed DIP Financing with theBankruptcy Court holding a hearing onMarch 26, 2020 , which hearing was continued onApril 3, 2020 . At the conclusion of theApril 3, 2020 hearing, the Court advised that it would not enter an order approving the DIP Facility on the terms as presented.
The foregoing description of the Amended and Restated DIP Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated DIP Loan Agreement, which is filed as Exhibit 10.1 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
(including the contemplated sale of substantially all of the Debtor's assets),
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
2.1 Amended and Restated Asset Purchase Agreement, dated as of
by and between
Holdings LLC*
10.1 Amended and Restated DIP Loan and Security Agreement, dated as of
2020, by and between
Holdings LLC*
_____________
* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of
Regulation S-K promulgated by the
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