Excellent move!
Item 1.01
Entry into a Material Definitive Agreement.
On May 27, 2015, BioRestorative Therapies, Inc. (the “Company”) entered into an exchange agreement with Westbury (Bermuda) Ltd. (“Westbury”), a principal shareholder of the Company, pursuant to which Westbury agreed to exchange $4,480,374 in principal and accrued interest payable pursuant to certain promissory notes held by Westbury into an aggregate of 14,934,578 shares of common stock of the Company and a five year warrant to purchase an aggregate of 3,733,645 shares of common stock of the Company at an exercise price of $0.75 per share. Following the exchange, Westbury beneficially owns 23,833,223 shares of common stock of the Company (including 4,783,645 shares of common stock of the Company issuable pursuant to currently exercisable warrants), representing 39.7% of the outstanding shares of common stock of the Company. In consideration of the exchange, the Company agreed to extend the expiration date of a warrant held by Westbury for the purchase of 800,000 shares of common stock of the Company from December 31, 2015 to December 31, 2017.
Item 3.02.
Unregistered Sales of Equity Securities.
Effective May 20, 2015, in consideration of a loan to the Company in the amount of $50,000, the Company issued to the lender a five-year warrant for the purchase of 58,929 shares of common stock of the Company at an exercise price of $0.50 per share. The warrant was valued at approximately $10,000.
Between May 21, 2015 and May 27, 2015, the Company issued an aggregate of 1,135,277 shares of common stock of the Company and five-year warrants for the purchase of an aggregate of 258,334 shares of common stock of the Company at an exercise price of $0.75 per share in exchange for outstanding indebtedness in the aggregate amount of $336,301, inclusive of accrued and unpaid interest.
On May 23, 2015, the Company issued 30,000 shares of common stock of the Company valued at approximately $7,000 in consideration of services rendered.
See Item 1.01 above with respect to the issuance of 14,934,578 shares of common stock of the Company and a warrant for the purchase of 3,733,645 shares of common stock of the Company.
