MELVILLE, N.Y., Sept. 13, 2019 — BioRestorative Therapies, Inc. (the “Company”) (OTC: BRTX), a life sciences company focused on stem cell – based therapies, is providing comment on recent promotional activity concerning its shares of common stock traded on the OTCQB market.
On September 10, 2019, OTC Markets Group (“OTC Markets”) sent the Company copies of two electronic newsletters (collectively, the “Promotional Material”), one of which was sent on September 9, 2019, by LionStockAlerts.com and the other on September 10, 2019, by AwesomeStocks.com., and requested comment from the Company. The Company was not aware of the Promotional Material before receiving copies of such from OTC Markets on September 10, 2019.
The Company recognizes that this promotional activity coincided with higher than average trading volume in the Company’s common stock. However, the Company has no opinion as to whether or not and/or the extent to which the promotional activity affected trading activity because of the many factors that affect trading activity generally as well as the effect that recent issuances of public news releases and filings with the Securities and Exchange Commission (the “SEC”) by the Company and other companies in its industry may have had on trading volume. In particular, on September 9, 2019, the Company’s largest competitor in the adult stem cell field for the treatment of degenerative disc disease announced that it had entered into a strategic partnership with a global leader in pain management to develop and commercialize its stem cell candidate in Europe and Latin America. Following such announcement, there was a significant increase in the trading of such competitor’s securities in the ensuing days. The Company believes that such announcement may have been a significant factor in the increase in the trading volume of its common stock.
To the Company’s knowledge, after due inquiry of its management, directors and control persons, neither the Company, nor any of its officers, directors, controlling shareholders (defined as shareholders owning 10% or more of the Company’s securities), or any third-party service providers have been directly or indirectly involved with the creation, distribution or payment of the Promotional Material, except as described below.
Upon reviewing the content of the Promotional Material, it appears that certain statements and claims made therein were taken from the Company’s website, historical press releases and other public documents, but the Company did not have editorial control over, or review in advance or approve, the content of the Promotional Material. In fact, the Company was not aware that the Promotional Material was being released. The Company understands that there are statements made in the Promotional Material which may be deemed to encourage investors to purchase the common stock of the Company. Such statements only express the view of the authors. The Company disclaims any potentially exaggerated or misleading statements contained in the Promotional Material. In addition, the Company has determined that certain statements included in the Promotional Material related to the Company and its business might be viewed as incomplete. Readers of the Promotional Material should not place undue reliance on the Promotional Material. Specifically, the Company does not condone the use of sensational language to describe the Company’s business prospects or any statements made regarding the urgency of investing in the Company’s common stock (or any other similar statements). Finally, the Company notes that investing in the Company’s securities involves certain risks and uncertainties that investors should review prior to making any investment decision. The Company encourages all investors to undertake proper due diligence and carefully consider all investment decisions. The Company directs potential investors to rely solely on its filings and disclosures made with the SEC, available at www.sec.gov and as posted on the filings and disclosure page for BRTX on OTC Markets’ website at www.otcmarkets.com.
In the last twelve months, the Company has engaged World Wide Holdings, LLC, doing business as Invictus Resources (“Invictus”), Sylva International LLC, doing business as SylvaCap Media (“SylvaCap”), Regal Consulting LLC (“Regal”) and Plum Tree Consulting LLC (“Plum Tree”) to provide investor relations and public relations services for the purpose of enhancing investor awareness of the Company. The Company is aware that Invictus was involved in the distribution of the Promotional Material. The Company had engaged Invictus to provide investor relations services but did not have editorial control over, or review in advance or approve, the content of the Promotional Material. The Company has terminated Invictus’ engagement. In addition, SylvaCap, Regal and Plum Tree are no longer providing investor relations services to the Company.
Upon inquiry of management, directors, control persons and third-party service providers, to the Company’s knowledge, based upon filings made with the SEC and other information available to the Company, during the past 90 days, no such persons executed any purchase or sales transactions of the Company’s securities, except as follows: Mark Weinreb, Chief Executive Officer and President of the Company, purchased an aggregate of 37,000 shares of the Company’s common stock between August 22, 2019 and September 5, 2019; Lance Alstodt, Executive Vice President and Chief Strategy Officer of the Company, purchased an aggregate of 50,000 shares of the Company’s common stock between August 21, 2019 and September 9, 2019; Francisco Silva, Vice President of Research and Development of the Company, purchased an aggregate of 63,829 shares of the Company’s common stock between August 22, 2019 and September 4, 2019; A. Jeffery Radov, a director of the Company, purchased an aggregate of 12,000 shares of the Company’s common stock between August 23, 2019 and August 27, 2019; Paul Jude Tonna, a director of the Company, purchased an aggregate of 87,850 shares of the Company’s common stock between August 27, 2019 and August 29, 2019; and Dale Broadrick, a controlling shareholder of the Company, purchased an aggregate of 175,017 shares of the Company’s common stock between August 21, 2019 and August 22, 2019. Timely Form 4 filings were made with the SEC with respect to the foregoing purchases.
From time to time, the Company has issued shares of common stock at a discount to the then market value of the shares and has issued convertible promissory notes that provide for conversion prices at a discount to the market value of the common stock at the time of conversion. Since inception, the Company has issued an aggregate of 4,223,734 shares of common stock at a discount to the then market value of the shares. Such shares were issued at a weighted average purchase price of $3.00 per share and, in connection therewith, the Company issued warrants to purchase an aggregate of 3,051,868 shares of common stock.
Included within the above share issuances were issuances to Dale Broadrick of shares of common stock and warrants as follows: (i) in February 2019, Mr. Broadrick purchased from the Company 1,000,000 shares of common stock at a purchase price of $0.60 per share (in consideration thereof, the Company issued to Mr. Broadrick warrants for the purchase of an aggregate of 1,000,000 shares of common stock); and (ii) in May 2019, Mr. Broadrick purchased from the Company 1,111,111 shares of common stock at a purchase price of $0.45 per share (in consideration thereof, the Company issued to Mr. Broadrick warrants for the purchase of an aggregate of 1,111,111 shares of common stock).
The Company currently has outstanding convertible promissory notes in the aggregate principal amount of $8,315,755. The below table sets forth certain information with respect to outstanding convertible promissory notes of the Company in the principal amount of more than $100,000:
|Date(s) of Note(s)||Note Holder||Conversion Terms|
|June 30, 2016||Tuxis Trust||(1)|
|July 13, 2017||John M. Desmarais||(1)|
|November 12, 2018||SCG Capital LLC||(2)|
|November 28, 2018, February 8, 2019 and August 30, 2019||Eagle Equities, LLC||(3)|
|December 3, 2018, January 16, 2019, March 7, 2019 and April 7, 2019||Crown Bridge Partners, LLC||(4)|
|January 23, 2019||Coventry Enterprises, LLC||(3)|
|February 6, 2019||Harvey P. Alstodt and Melody Alstodt||(1) (5)|
|March 14, 2019 and May 20, 2019||LG Capital Funding, LLC||(3)|
|March 21, 2019, June 17, 2019 and August 6, 2019||JSJ Investments Inc.||(6)|
|March 27, 2019, June 6, 2019 and August 20, 2019||GS Capital Partners, LLC||(3)|
|April 8, 2019 and June 27, 2019||Labrys Fund, LP||(4)|
|May 16, 2019 and August 16, 2019||Odyssey Capital Funding LLC||(3)|
|May 30, 2019||Gene M. Bernstein||(1) (5)|
|June 3, 2019 and August 19, 2019||SBI Investments, LLC 2014-1||(3)|
|June 13, 2019 and July 22, 2019||Auctus Fund, LLC||(4)|
|June 14, 2019 and August 1, 2019||GW Holdings Group, LLC||(3)|
|June 20, 2019||John Coghlan||(1) (5)|
|August 8, 2019||Adar Alef, LLC||(3)|
|August 30, 2019||HRW Legacy LLC||(3)|
(1) The note provides for a mandatory conversion into common stock of the Company and warrants to purchase common stock of the Company in the same ratio upon the completion of an underwritten public offering by the Company of its securities whereby the conversion price shall be equal to the lower of the respective original conversion terms, or 75% of the offering price for the shares of common stock of the Company, or units of shares of common stock of the Company and warrants, as the case may be, sold pursuant to the public offering. (2) The note is convertible into shares of common stock of the Company generally at 58% of the fair value of the Company’s common stock. (3) The note is convertible into shares of common stock of the Company at a fixed price ranging from $1.00 to $2.00 per share for the first six months following the respective issue date, and thereafter at a conversion price generally equal to a range of 58% to 65% of the fair value of the Company’s common stock. (4) The note is convertible into shares of common stock of the Company effective 180 days following the issuance date at a conversion price generally equal to 58% of the fair value of the Company’s common stock. (5) The note is convertible into shares of common stock of the Company at a conversion price ranging from $0.50 to $0.60 per share, subject to adjustment, and five-year warrants to purchase common stock of the Company in the same ratio. (6) The note is convertible into shares of common stock of the Company at a fixed price of $0.25 per share until 180 days following the issuance date. Thereafter, the note is convertible into shares of common stock of the Company at a price generally equal to 58% of the fair value of the Company’s common stock. About BioRestorative Therapies, Inc.
BioRestorative Therapies, Inc. (www.biorestorative.com) develops therapeutic products using cell and tissue protocols, primarily involving adult stem cells. Our two core programs, as described below, relate to the treatment of disc/spine disease and metabolic disorders:
- Disc/Spine Program (brtxDISC™): Our lead cell therapy candidate, BRTX-100, is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected from the patient’s bone marrow. We intend that the product will be used for the non-surgical treatment of painful lumbosacral disc disorders. The BRTX-100 production process utilizes proprietary technology and involves collecting a patient’s bone marrow, isolating and culturing stem cells from the bone marrow and cryopreserving the cells. In an outpatient procedure, BRTX-100 is to be injected by a physician into the patient’s damaged disc. The treatment is intended for patients whose pain has not been alleviated by non-invasive procedures and who potentially face the prospect of surgery. We have received authorization from the Food and Drug Administration to commence a Phase 2 clinical trial using BRTX-100 to treat persistent lower back pain due to painful degenerative discs.
- Metabolic Program (ThermoStem®): We are developing a cell-based therapy to target obesity and metabolic disorders using brown adipose (fat) derived stem cells to generate brown adipose tissue (“BAT”). BAT is intended to mimic naturally occurring brown adipose depots that regulate metabolic homeostasis in humans. Initial preclinical research indicates that increased amounts of brown fat in the body may be responsible for additional caloric burning as well as reduced glucose and lipid levels. Researchers have found that people with higher levels of brown fat may have a reduced risk for obesity and diabetes.
CONTACT: Email: [email protected]