BioRestorative Therapies, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds During the three months ended March 31, 2022, we issued the following securities in transactions not involving any public offering. For each of the following transactions, we relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving any public offering. For each such transaction, we did not use general solicitation or advertising to market the securities, the securities were offered to a limited number of persons, the investors had access to information regarding us (including information contained in our Annual Report on Form 10-K for the year ended December 31, 2020, Quarterly Reports on Form 10-Q for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and Current Reports on Form 8-K filed with the Securities and Exchange Commission and press releases made by us), and we were available to answer questions by prospective investors. We reasonably believe that each of the investors is an accredited investor. Warrants Date Issued Common Stock Shares Exercise Price Term (Years) Purchaser(s) Consideration (1) 2/28/2022 3,000 - - - (2) $ 16,680 (3) 2/28/2022 2,500 (2) $ 13,900 (3) 2/28/2022 2,500 - - - (2) $ 13,900 (3) 3/29/2022 2,500 - - - (2) $ 12,650 (3) 3/31/2022 3,000 - - - (2) $ 15,690 (3) (1) The value of the non-cash consideration was estimated to be the fair value of our restricted common stock. Since our shares are thinly traded in the open market, the fair value of our equity instruments was estimated by management based on observations of the cash sale prices of both restricted shares and freely tradeable shares. (2) Accredited investor. (3) Issued in lieu of cash for consulting services rendered. 27 Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date 3.1 Certificate of Incorporation, as amended 10-K 3.1 3/30/22 3.2 Certificate of Designations of Preferred Stock (Series A) 8-K 3.1 11/15/2021 3.3 Bylaws 8-K 3.4 12/23/2014 31.1* Certification of Principal Executive Officer 31.2* Certification of Principal Financial Officer 32.1** Section 1350 Certification of Principal Executive Officer and Principal Financial Officer 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * Filed herewith. ** In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. 28 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BIORESTORATIVE THERAPIES, INC. By: /s/ Lance Alstodt Lance Alstodt Chief Executive Officer, President, and Chairman of the Board (Principal Executive Officer) Date: May 13, 2022 By: /s/ Robert E. Kristal Robert E. Kristal Chief Financial Officer (Principal Financial Officer) Date: May 13, 2022 29