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: February 6, 2019
(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 1.01.
Entry into a Material Definitive Agreement.

On February 6, 2019, BioRestorative Therapies, Inc. (the “Company”) issued a convertible promissory note to Harvey P. Alstodt and Melody Alstodt (the “Lenders”) in the principal amount of $450,000 (the “Note”) pursuant to a debt financing in which it received funds in such principal amount.  The Note provides for the payment of the principal amount, together with interest at the rate of 15% per annum, six months from the date of issuance.  The Note is convertible, at the option of the Lenders, into shares of common stock of the Company at a conversion price of $0.60 per share, subject to adjustment, and a five year warrant (the “Warrant”) for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amount of the Note.  The Warrant provides for an exercise price of $0.80 per share, subject to adjustment.  The Lenders are the parents of Lance Alstodt, Executive Vice President and Chief Strategy Officer of the Company.
 
The foregoing description of the Note (including the foregoing description of the Warrant which is attached as an exhibit to the Note) does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Amendment No. 1 thereto 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.

Between January 30, 2019 and February 8, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $453,750 for aggregate cash proceeds of $431,000.

The newly-issued convertible notes bear interest at rates ranging from 8% to 12% per annum payable at maturity with original maturity dates ranging between January 2020 and February 2020. The notes are convertible as follows: (i) an aggregate of $368,750 of principal is convertible into shares of the Company's common stock at the election of the respective holder at a fixed price of $1.00 or $2.00 per share, depending on the note, for the first six months following the issue date; thereafter, principal and accrued interest are convertible at the election of the respective holder at a conversion price generally equal to 58% or 65%, depending on the note, of the fair value of the Company's common stock and (ii) $85,000 of principal and accrued interest are convertible into shares of the Company's common stock at the election of the holder at a conversion price equal to 58% of fair market value of the Company's common stock.

Between January 28, 2019 and February 11, 2019, the Company repaid certain outstanding convertible notes in the aggregate amount of $404,932, inclusive of accrued interest and prepayment premiums.

Between January 15, 2019 and February 11, 2019, the Company issued an aggregate of 490,492 shares of common stock in exchange for outstanding indebtedness in the aggregate amount of $166,098, inclusive of accrued and unpaid interest and fees.

Effective January 24, 2019, the Company and a consultant agreed to further extend a consulting agreement from December 2018 to December 2019. In consideration of the extension of the term of the consulting agreement, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 100,000 shares of common stock of the Company at an exercise price of $1.00 per share.

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, 2017, Quarterly Reports on Form 10-Q for the periods ended March 31, 2018, June 30, 2018 and September 30, 2018, 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.
 
Item 9.01
Financial Statements and Exhibits .

(d)           Exhibits .

10.1   Convertible Promissory Note, dated February 6, 2019, issued by the Company to the Lenders.

10.2   Amendment No. 1 to Convertible Promissory Note, dated as of February 6, 2019, between the Company and the Lenders.

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:  February 11, 2019
By:
/s/ Mark Weinreb
 
    Mark Weinreb
 
    Chief Executive Officer
 
       









AMENDMENT NO. 1 TO
CONVERTIBLE PROMISSORY NOTE

WHEREAS , BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), issued to Harvey P. Alstodt and Melody Alstodt (the “Holder”) a convertible promissory note in the principal amount of $450,000 on February 6, 2019 (the “Promissory Note”); and
WHEREAS , the Holder and the Company desire to amend the Promissory Note as set forth in this Amendment No. 1 to Convertible Promissory Note (this “Amendment No. 1”).
NOW, THEREFORE , each  of the Holder and the Company agrees as follows:
1.   Definitions .  Terms used herein that are defined in the Promissory Note and that are not otherwise defined herein shall have the meanings ascribed to such terms in the  Promissory Note.
2.   Amendments . The Promissory Note is hereby amended to add a new Section 12 at the end thereof as follows:
“ Section 12 . Ownership Limitation . The Company shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable notice of election to convert, the Holder would beneficially own in excess of the Maximum Percentage (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of their affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other convertible notes) beneficially owned by the Holder or any of their affiliates. Except as set forth in the preceding sentence, for purposes of this Section 12, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 12 applies, the determination as to whether this Note is convertible (in relation to other securities owned by the Holder together with any affiliates) and as to the principal amount of this Note that is convertible shall be in the sole discretion of the Holder, and the submission of a notice of election to convert shall be deemed to be the Holder’s determination as to whether this Note may be converted (in relation to other securities owned by the Holder together with any affiliates) and as to the principal amount of this Note that is convertible, in each case subject to the Maximum Percentage. For purposes of this Section 12, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or their affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Maximum Percentage” shall be 4.99% of the number of shares of the Common Stock, par value $.001 per share, of the Company (“shares of Common Stock”) outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon a conversion of this Note held by the Holder. By written notice to the Company, the Holder may increase, decrease or waive the Maximum Percentage as to themselves but any such waiver will not be effective until the 61st calendar day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to affiliates and assigns of the Holder.”
3.   Miscellaneous .
(a)   This Amendment No. 1 is deemed effective as of February 6, 2019 (the “Effective Date”).

(b)   Except as expressly amended by this Amendment No. 1, the Promissory Note shall remain unchanged and in full force and effect.

(c)   The Promissory Note, as amended by this Amendment No. 1, constitutes the entire agreement and understanding between the Holder and the Company relating to the subject matter hereof and all prior agreements, proposals, negotiations, understandings and correspondence between the Holder and the Company in this regard, whether written or oral, are merged herewith.

(d)   This Amendment No. 1 is issued under, and shall for all purposes be governed by and construed in accordance with, the laws of the State of New York, excluding choice of law principles thereof. The Company and the Holder hereby irrevocably consent and submit to the exclusive jurisdiction of any federal or state court located within Nassau or Suffolk County, New York over any dispute arising out of or relating to this Amendment No. 1 and each party hereby irrevocably agrees that all claims in respect of such dispute or any legal action related thereto may be heard and determined in such courts. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it or they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance  of such dispute.

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(e)   Whenever possible, each provision or part thereof of this Amendment No. 1 shall be interpreted in such manner as to be valid and effective under applicable laws, but if any provision or part thereof of this Amendment No. 1 or the application of any such provision or part thereof to any individual or entity or circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or part thereof.

(f)             This Amendment No. 1 may be executed in one or more counterparts (including by means of facsimile or a portable document format (*.pdf)), and by the Holder and the Company on separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the Effective Date.

BIORESTORATIVE THERAPIES, INC.

By: /s/   /s/
Name: Mark Weinreb
Title: Chief Executive Officer
IN WITNESS WHEREOF, the Holder has signed this Amendment No. 1 as of the Effective Date.


/s/
Harvey P. Alstodt


/s/
Melody Alstodt