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: August 21, 2018
(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 5.07   Submission of Matters to a Vote of Security Holders.

On August 21, 2018, Company held its Annual Meeting of Stockholders (the " Annual Meeting ").  The following is a listing of the votes cast for or withheld, and the number of broker non-votes, with respect to each nominee for Class I director and a listing of the votes cast for and against, as well as abstentions, with respect to the other matters voted upon at the Annual Meeting, as applicable.  At the Annual Meeting, the Company's stockholders (i) elected the nominees as Class I directors, (ii) approved an amendment to the Company's Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 30,000,000 to 75,000,000, (iii) approved an amendment to the Company's Certificate of Incorporation to increase the number of shares of preferred stock authorized to be issued by the Company from 5,000,000 to 20,000,000, (iv) a pproved an amendment to the Company's 2010 Equity Participation Plan (the " Plan ") to increase the number of shares of common stock authorized to be issued pursuant to the Plan from 4,250,000 to 10,000,000, and (v) ratified the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.

1.
Election of Class I Directors:

 
Number of Shares
 
For
Withheld
Broker Non-Votes
Robert B. Catell
3,919,059
16,536
1,038,148
Charles S. Ryan
3,920,060
15,535
1,038,148

2.
Approval of an amendment to the Company's Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 30,000,000 to 75,000,000:

For
4,869,597
Against
85,769
Abstentions
18,377
Broker Non-Votes
0

3.
Approval of an amendment to the Company's Certificate of Incorporation to increase the number of shares of preferred stock authorized to be issued by the Company from 5,000,000 to 20,000,000:

For
3,897,760
Against
37,834
Abstentions
1
Broker Non-Votes
1,038,148

4.
Approval of an amendment to the Company's 2010 Equity Participation Plan (the " Plan ") to increase the number of shares of common stock authorized to be issued pursuant to the Plan from 4,250,000 to 10,000,000:

For
3,898,760
Against
36,834
Abstentions
1
Broker Non-Votes
1,038,148

5.
Ratification of the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018:

For
4,972,592
Against
146
Abstentions
1,005
Broker Non-Votes
0


Item 9.01
Financial Statements and Exhibits .
 
(d)   Exhibits
     3.1   Certificate of Amendment of Certificate of Incorporation of the Company

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:  August 24, 2018
By:
/s/ Mark Weinreb  
    Mark Weinreb  
   
Chief Executive Officer
 
       
 
 
CERTIFICATE OF AMENDMENT
 OF
CERTIFICATE OF INCORPORATION
OF
BIORESTORATIVE THERAPIES, INC.

BIORESTORATIVE THERAPIES, INC., a Delaware corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY :
1.     The name of the corporation (hereinafter called the "Corporation") is BioRestorative Therapies, Inc.  The date of filing of the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware was December 22, 2014 under the name "BioRestorative Therapies, Inc.", with an effective date of January 1, 2015.
2.     The Certificate of Incorporation is hereby amended to change the capitalization of the Corporation by:
        (i) Deleting the first sentence of Article FOURTH in its entirety and replacing it with the following sentence: "The total number of shares of all classes of stock which the Corporation shall have authority to issue is ninety-five million (95,000,000), consisting of seventy-five million (75,000,000) shares of Common Stock, par value $.001 per share (the "Common Stock"), and twenty million (20,000,000) shares of Preferred Stock, par value $.01 per share (the "Preferred Stock")."
3.     The Certificate of Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

EXECUTED, this 21 st day of August, 2018.
  BioRestorative Therapies, Inc.  
       
 
By:
/s/ Mark Weinreb  
    Mark Weinreb  
    Chief Executive Officer