Unregistered Sales of Equity Securities and Use Of Proceeds
−Removed: the three months ended March 31, 2022, we issued the following securities in transactions not involving any public offering.
+Added: the three months ended June 30, 2022, we issued the following securities in transactions not involving any public offering.
of the following transactions, we relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
2 unchanged sentences
to market the securities, the securities were offered to a limited number of persons, the investors had access to information regarding
−Removed: us (including information contained in our Annual Report on Form 10-K for the year ended December 31, 2020, Quarterly Reports on Form
−Removed: 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
−Removed: and Exchange Commission and press releases made by us), and we were available to answer questions by prospective investors.
−Removed: We reasonably
−Removed: believe that each of the investors is an accredited investor.
+Added: us (including information contained in our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Report on Form
+Added: 10-Q for the period ended March 31, 2022, and Current Reports on Form 8-K filed with the Securities and Exchange Commission and press
+Added: releases made by us), and we were available to answer questions by prospective investors.
+Added: We reasonably believe that each of the investors
+Added: is an accredited investor.
Consideration (1)
−Removed: value of the non-cash consideration was estimated to be the fair value of our restricted common stock.
−Removed: Since our shares are thinly
−Removed: traded in the open market, the fair value of our equity instruments was estimated by management based on observations of the cash
−Removed: sale prices of both restricted shares and freely tradeable shares.
−Removed: in lieu of cash for consulting services rendered.
+Added: the non-cash consideration was estimated to be the fair value of our restricted common stock.
+Added: Since our shares are thinly traded
+Added: in the open market, the fair value of our equity instruments was estimated by management based on observations of the cash sale prices
+Added: of both restricted shares and freely tradeable shares.
+Added: Accredited investor.
+Added: Issued in lieu of cash
+Added: for consulting services rendered.
Certificate of Incorporation, as amended
−Removed: Certificate of Designations of Preferred Stock (Series A)
+Added: Certificate of Designation of Preferred Stock (Series A)
Certification of Principal Executive Officer
8 unchanged sentences
Page Interactive Date File (embedded within the Inline XBRL document)
−Removed: accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
+Added: Filed herewith.
+Added: In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
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.
−Removed: BIORESTORATIVE
−Removed: THERAPIES, INC.
+Added: BIORESTORATIVE THERAPIES, INC.
+Added: /s/ Lance Alstodt
Lance Alstodt
−Removed: Executive Officer, President, and Chairman of the Board
−Removed: Executive Officer)
−Removed: Financial Officer
−Removed: Financial Officer)
+Added: Chief Executive Officer, President, and Chairman of the Board
+Added: (Principal Executive Officer)
+Added: August 15, 2022
+Added: /s/ Robert E.
+Added: Chief Financial Officer
+Added: (Principal Financial Officer)
+Added: August 15, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.