Replies to post #63036 on BioRestorative Therapies Inc (BRTX)

[TenKay]

Well the prospectus lays things out. Obviously some of the “excluded” stock listed is now in the OS.

Common Stock to be Outstanding after the Offering: 3,486,127 shares, including 313,916 shares of common stock issuable to holders of debt and warrants in exchange for such debt and warrants, as discussed in “Prospectus Summary – Chapter 11 Reorganization; Exchange of Outstanding Debt and Warrants,” but excluding the possible sale of over-allotment shares and/or warrants to purchase shares of common stock, if any. The number of shares of our common stock to be outstanding after the completion of this offering is based on 872,211 shares of our common stock outstanding as of October 27, 2021, and excludes the following:

* 1,089 shares of common stock (net of cancellations) issuable upon the exercise of outstanding options granted under our 2010 Equity Participation Plan, or the 2010 Plan, as of October 27, 2021, with a weighted average exercise price per share of $3,920.00;
* 586,959 shares of common stock issuable upon the exercise of outstanding options granted under our 2021 Stock Incentive Plan, or the 2021 Plan, as of October 27, 2021, which options have an exercise price of $47.60 per share (see “Executive Compensation-Option Grants” for a repricing of such options);
* 241,121 shares of common stock issuable upon the exercise of options issued pursuant to the 2021 Plan on the date of this prospectus to our officers and non-employee directors, the members of our Scientific Advisory Board, and certain of our other employees and consultants, as discussed under “Executive Compensation-Option Grants;”
* 293,479 shares of common stock issuable upon the vesting of outstanding restricted stock units, or RSUs, granted under the 2021 Plan as of October 27, 2021;
* 294,562 shares of common stock that are available for future issuance under the 2021 Plan as of October 27, 2021 (less the option grants made on the date of this prospectus as discussed above);
* 1,955 shares of common stock issuable upon the exercise of outstanding warrants as of October 27, 2021, with a weighted average exercise price per share of $4,923;
* 1,543,158 shares of common stock issuable to Auctus upon the conversion of Series A preferred stock issuable to it in exchange for a portion of its debt and warrants, as discussed in “Prospectus Summary – Chapter 11 Reorganization; Exchange of Outstanding Debt and Warrants”;
* up to 1,857,074 shares of common stock issuable to holders of debt and warrants upon the exercise of the warrants issued pursuant to the exchange of debt and warrants, as discussed in “Prospectus Summary – Chapter 11 Reorganization; Exchange of Outstanding Debt and Warrants;”
* 2,300,000 shares of common stock (2,645,000 shares of common stock if the underwriters’ over-allotment option is exercised in full) issuable upon the exercise of the warrants issued pursuant to this offering; and
* 218,720 shares of common stock (253,220 shares of common stock if the underwriters’ over-allotment option is exercised in full) issuable upon the exercise of the warrants to be issued to the Representative, as discussed under “Underwriting” on page 116.