Replies to post #63010 on BioRestorative Therapies Inc (BRTX)

[trader59]

Nope...

This is from the final prospectus, page 8, and I've highlighted the part about Auctus being issued Preferred shares instead of common. The T/A would not have that in the O/S of common, nor would they be "unrestricted." I remembered wrong about the lockup on Auctus, it is actually 4 months, not 40 days, which is about what it should take to get the trial started and provide some liquidity.

We have entered into an agreement with Auctus, the holder of outstanding convertible promissory notes in the aggregate principal amount of $8,826,952 and warrants for the purchase of an aggregate of 3,441,586 shares of common stock, with respect to the exchange of the aggregate principal amount of the convertible promissory notes, together with accrued interest thereon, and the warrants for the Units being offered by this prospectus upon the same terms as being offered to investors in this offering. Pursuant to the exchange agreement, the warrants for the purchase of 3,441,586 shares of common stock are deemed to have an aggregate value of approximately $7,342,000. Auctus has entered into a lock-up agreement with the Representative of the underwriters pursuant to which it has agreed that, except with respect to 32,500 shares of common stock currently owned by it, it will not sell publicly any shares of common stock for a period of four months following the date on which this offering is completed, except that, in the event, following the two month anniversary of the lock-up agreement, the price of our common stock, for at least five consecutive trading days, is at least 200% of the public offering price for the Units offered by this prospectus, the lock-up agreement will terminate. Auctus has agreed that it will not exercise its outstanding warrants or sell any of our common stock prior to the completion of this offering. In addition, we have entered into agreements with other holders of outstanding convertible promissory notes in the aggregate principal amount of $419,945 and warrants for the purchase of an aggregate of 236,411 shares of common stock with respect to the exchange of such aggregate principal amount of the convertible promissory notes, together with accrued interest thereon, and the warrants for the Units being offered by this prospectus upon substantially the same terms as set forth in the exchange agreement with Auctus. Such holders have entered into lockup agreements with the Representative of the underwriters upon the same terms as described above for Auctus, except that the 32,500 share exception for Auctus does not generally apply to the other holders. Pursuant to the exchange agreements, the warrants for the purchase of an aggregate of 236,411 shares of common stock are deemed to have an aggregate value of approximately $504,000. Further, pursuant to the provisions of certain other convertible promissory notes in the aggregate principal amount of $800,000, the amounts payable pursuant to such notes will automatically convert into the Units offered by this prospectus. Based upon the offering price of $10.00 per Unit, the principal amount of our outstanding notes in the aggregate principal amount of $10,046,897 and warrants for the purchase of an aggregate of 3,677,997 shares of common stock (having a deemed aggregate value of $7,846,774) will be exchanged for an aggregate of 1,789,367 Units (subject to certain limitations on beneficial ownership with respect to Auctus). As to Auctus, to the extent the limit on beneficial ownership applies, it would instead be issued Series A preferred stock having the rights, designations and preferences discussed under “Description of Securities – Preferred Stock; Series A Preferred Stock.” Additional Units will be issued in consideration of the exchange of accrued interest on the notes.