BioRestorative Therapies Inc (BRTX)

[IPO$]

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .

On June 30, 2016, BioRestorative Therapies, Inc. (the "Company") borrowed $500,000 from Tuxis Trust (the "Trust"). John M. Desmarais, a director and principal shareholder of the Company, serves as a trustee of the Trust, which was established for the benefit of his immediate family. The promissory note evidencing the loan (the "Note") provides for the payment of the principal amount, together with interest at the rate of 10% per annum, on July 1, 2017 (the "Maturity Date"). In the event that, prior to the Maturity Date, the Company receives net proceeds of $10,000,000 from a single equity or debt financing (as opposed to a series of related or unrelated financings), the Trust has the right to require that the Company prepay the amount due under the Note (subject to the consent of the party that provided the particular financing). In consideration of the loan, the Company issued to the Trust a five year warrant for the purchase of 40,000 shares of common stock of the Company at an exercise price of $4.00 per share.





Item 3.02.

Unregistered Sales of Equity Securities .





Between May 18, 2016 and June 24, 2016, the Company issued an aggregate of 97,500 shares of common stock of the Company at a purchase price of $4.00 per share. In consideration of the share purchases, the Company issued to the subscribers five-year warrants for the purchase of an aggregate of 97,500 shares of common stock of the Company at an exercise price of $5.00 per share.




Between May 11, 2016 and June 27, 2016, the Company issued an aggregate of 13,356 shares of common stock of the Company in consideration of services rendered. The stock was valued at $28,553.




Between June 6, 2016 and June 24, 2016, the Company issued an aggregate of 48,142 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $106,806, inclusive of accrued and unpaid interest.




See Item 2.03 above with respect to the issuance of a warrant for the purchase of 40,000 shares of common stock of the Company in consideration of a loan to the Company.