Item 3.02 Unregistered Sale of Equity Securities.
Between February 27, 2020 and February 28, 2020, BioRestorative Therapies, Inc.
(the "Company") issued an aggregate of 98,952,799 shares of common stock of the
Company upon the exercise by the holders of outstanding indebtedness in the
aggregate amount of $98,953, inclusive of accrued and unpaid interest and
imputed additional principal, of their conversion rights pursuant to their
respective convertible promissory notes issued by the Company. Following such
issuances, of the 2,000,000,000 shares of common stock authorized to be issued
by the Company, there were approximately 1,793,503,850 shares of common stock of
the Company issued and outstanding.
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.
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