SEC Form 4 · accession 0001209191-15-047869
BioRestorative Therapies, Inc. · BRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 27, 2015
Accepted (ET)
May 29, 2015 · 2:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001505497
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 27, 2015 | P$0 | 14,934,578 | — | A | 19,049,578 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F1,F2,F3 | $0.75 | May 27, 2015 | P | 3,733,645 | A | — | May 21, 2020 | Common Stock | 3,733,645 | 3,733,645 | I |
| Common Stock Warrants (right to buy)F1,F2,F3 | $0.75 | May 27, 2015 | J | 800,000 | D | — | Dec 31, 2015 | Common Stock | 800,000 | 0 | I |
| Common Stock Warrants (right to buy)F1,F2,F3 | $0.75 | May 27, 2015 | J | 800,000 | A | — | Dec 31, 2017 | Common Stock | 800,000 | 800,000 | I |
Explanation of responses
- F1On May 27, 2015, Westbury (Bermuda) Ltd. ("Westbury") agreed to exchange (the "Exchange") certain notes issued by one of the wholly-owned subsidiaries of BioRestorative Therapies, Inc. (the "Issuer") and certain interest due on such notes for shares of common stock of the Issuer and warrants to purchase shares of common stock of the Issuer. Pursuant to the Exchange, Westbury received 14,934,578 shares of Issuer common stock and warrants to purchase 3,733,645 shares of Issuer common stock exercisable at $.75 per share in exchange for notes with an outstanding principal amount of $4,410,937.50 and interest due on such notes of $69,436. In addition, pursuant to the Exchange, the expiration date of warrants to purchase 800,000 shares of Issuer common stock held by Westbury was extended from December 31, 2015 to December 31, 2017.
- F2These securities are directly owned by Westbury, which is 100% owned by Westbury Trust. Westbury Trust is an indirect beneficial owner of the reported securities.
- F3The warrants were exercisable immediately upon issuance.