form8k062714.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 27, 2014
(Date of earliest event reported)
BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer Identification
Number)
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555 Heritage Drive, Jupiter, Florida
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33458
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (561) 904-6070
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On June 27, 2014, Joel San Antonio resigned as a director of BioRestorative Therapies, Inc. (the “Company”) due to other business commitments.
(d) On June 27, 2014, Paul Jude Tonna was elected a director of the Company. Mr. Tonna was appointed as a member of the Audit Committee, the Compensation Committee and the Nominating Committee of the Board. Concurrently with his election, Mr. Tonna was granted an option to purchase 300,000 shares of common stock of the Company at an exercise price of $0.285 per share pursuant to the Company’s 2010 Equity Participation Plan (the “Plan”). The option vests to the extent of 100,000 shares on the date of grant, 100,000 shares on the first anniversary of the date of grant and 100,000 shares on the second anniversary of the date of grant and is exercisable for a period of ten years, subject to the provisions of the Plan.
On June 27, 2014, Joseph B. Swiader was elected a director of the Company. Mr. Swiader was appointed as a member of the Compensation Committee and the Nominating Committee of the Board. Concurrently with his election, Mr. Swiader was granted an option to purchase 300,000 shares of common stock of the Company at an exercise price of $0.285 per share pursuant to the Plan. The option vests to the extent of 100,000 shares on the date of grant, 100,000 shares on the first anniversary of the date of grant and 100,000 shares on the second anniversary of the date of grant and is exercisable for a period of ten years, subject to the provisions of the Plan.
On June 30, 2014, the Company issued a press release (the “Tonna Press Release”) announcing Mr. Tonna’s election. A copy of the Tonna Press Release is furnished as Exhibit 99.1 hereto.
On July 2, 2014, the Company issued a press release (the “Swiader Press Release”) announcing Mr. Swiader’s election. A copy of the Swiader Press Release is furnished as Exhibit 99.2 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1 Press release, dated June 30, 2014, issued by BioRestorative Therapies, Inc.
99.2 Press release, dated July 2, 2014, issued by BioRestorative Therapies, Inc.
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 hereunto duly authorized.
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BIORESTORATIVE THERAPIES, INC. |
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Dated: July 3, 2014
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By:
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/s/ Mark Weinreb |
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Mark Weinreb |
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Chief Executive Officer |
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