BioRestorative Therapies, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds During the three months ended March 31, 2024, we issued the following securities in a transaction not involving any public offering. For the following transaction, we relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. For such transaction, we did not use general solicitation or advertising to market the securities, the securities were offered to a limited number of entities, the investors had access to information regarding us, and we were available to answer questions from the prospective investors. We reasonably believe that the investors are accredited investors. Warrants Date Issued Common Stock Shares Exercise Price Term (Years) Purchaser(s) Consideration (1) 2/6/24 - 2,513,686 $ 2.43 5 (2) $ 314,211 (1) The warrants were issued pursuant to a private placement of securities at a price of $0.125 per warrant. The fair value of the warrants was $2,189,420 as of February 8, 2024, the date of issuance. (2) Accredited investors. Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date 3.1 Amended and Restated Articles of Incorporation 8-K 3.3 1/5/2023 3.2 Certificate of Designations of Preferred Stock (Series B) 8-K 3.4 1/5/2023 3.3 Bylaws 8-K 3.5 1/5/2023 10.1 Form of Agreement, dated February 6, 2024, by and between the Company and the warrant holders (other than Auctus Fund, LLC) 8-K 10.1 2/8/2024 10.2 Form of Agreement, dated February 5, 2024, by and between the Company and Auctus Fund, LLC 8-K 10.2 2/8/2024 10.3 Form of New Warrant issued to warrantholders (other than Auctus Fund, LLC) 8-K 10.3 2/8/2024 10.4 Form of New Warrant issued to Auctus Fund, LLC 8-K 10.4 2/8/2024 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. 22 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: June 11, 2024 By: /s/ Robert E. Kristal Robert E. Kristal Chief Financial Officer (Principal Financial Officer) Date: June 11, 2024 23