FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______
BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
91-1835664
(I.R.S. Employer Identification No.)
40 Marcus Drive, Suite One, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
BioRestorative Therapies, Inc. 2010 Equity Participation Plan
(Full Title of the Plan)
Mark Weinreb
Chief Executive Officer
BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, New York 11747
(Name and Address of Agent for Service)
Copy to:
Fred S. Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
(516) 296-7048
(631) 760-8100
(Telephone Number, Including Area Code,
of Agent for Service)
_______
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ____
Accelerated filer ____
Non-accelerated filer ____
Smaller reporting company _X_
This Registration Statement covers an additional 8,000,000 shares of common stock, $0.001 par value per share (“Common Stock”), of BioRestorative Therapies, Inc. (the “Registrant”) available for issuance under the Registrant’s 2010 Equity Participation Plan (the “2010 Plan”). This Registration Statement shall also cover any additional shares of Common Stock of the Registrant that become issuable under the 2010 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction that results in an increase in the number of outstanding shares of Common Stock of the Registrant.
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be
Registered
Amount
To Be
Registered
Proposed
Maximum
Offering
Price
Per Share
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Registration
Fee
Common Stock (par value $0.001
per share)
4,268,000 (1) $ 0.33 $ 1,408,440 $ 163.66
Common Stock (par value $0.001
per share)
250,000 (2) $ 0.34 $ 85,000 $ 9.88
Common Stock (par value $0.001
per share)
500,000 (3) $ 0.46 $ 230,000 $ 26.73
Common Stock
(par value $0.001 per share)
100,000 (4) $ 0.47 $ 47,000 $ 5.46
Common Stock
(par value $0.001
per share)
8,000,000 (5) $ 0.415 (6) $ 3,320,000 (6) $ 385.78
Total
$ 591.51
(1)
Represents the issuance of shares of Common Stock issuable upon the exercise of options which have been granted under the 2010 Plan at an exercise price of $0.33 per share of Common Stock.
(2)
Represents the issuance of shares of Common Stock issuable upon the exercise of options which have been granted under the 2010 Plan at an exercise price of $0.34 per share of Common Stock.
(3)
Represents the issuance of shares of Common Stock issuable upon the exercise of options which have been granted under the 2010 Plan at an exercise price of $0.46 per share of Common Stock.
AI
