Item 3.02 Unregistered Sale of Equity Securities.

Between January 8, 2020 and January 10, 2020, BioRestorative Therapies, Inc. (the "Company") issued an aggregate of 37,553,208 shares of common stock of the Company in exchange for outstanding indebtedness in the aggregate amount of $112,271, inclusive of accrued and unpaid interest.

For each of the securities issuances, the Company relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Act as a security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. For each such transaction, the Company did not use general solicitation or advertising to market the securities, the securities were offered to a limited number of persons, the investors had access to information regarding the Company (including information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019, and September 30, 2019, and Current Reports on Form 8-K filed with the Securities and Exchange Commission, and press releases made by the Company), and management of the Company was available to answer questions from prospective investors. The Company reasonably believes that each of the investors is an accredited investor.




Item 5.02     Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers.

(b) On January 10, 2020, John M. Desmarais and Charles S. Ryan resigned as directors of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 8, 2020, the Company held a Special Meeting of Stockholders (the "Special Meeting"). The following is a listing of the votes cast for and against, as well as abstentions, with respect to the matters voted upon at the Special Meeting. At the Special Meeting, the Company's stockholders (i) approved an amendment to the Company's Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 300,000,000 to 2,000,000,000, (ii) approved an amendment to the Company's 2010 Equity Participation Plan (the "Plan") to increase the number of shares of common stock authorized to be issued pursuant to the Plan from 20,000,000 to 100,000,000, (iii) approved amendments to the Certificate of Incorporation of the Company, and authorized the Board of Directors of the Company to select and file one such amendment, to effect a reverse stock split of the Company's common stock at a ratio of not less than 1-for-2 and not more than 1-for-1,500, with the Board of Directors of the Company having the discretion as to whether or not the reverse stock split is to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Company's Board of Directors in its discretion (the "Reverse Stock Split Proposal"), which Reverse Stock Split Proposal revises the reverse stock split ratio approved by the Company's stockholders on November 13, 2019, and (iv) authorized the Board of Directors of the Company, in its discretion, to reduce the number of shares of common stock authorized to be issued by the Company in proportion to the percentage decrease in the number of outstanding shares of common stock resulting from the reverse split (or a lesser decrease in authorized shares of common stock as determined by the Company's Board of Directors in its discretion).

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1. Approval of an amendment to the Company's Certificate of Incorporation to


   increase the number of shares of common stock authorized to be issued by the
   Company from 300,000,000 to 2,000,000,000:



For          27,753,626
Against      3,420,494
Abstentions    9,114

2. Approval of an amendment to the Company's 2010 Equity Participation Plan (the


   "Plan") to increase the number of shares of common stock authorized to be
   issued pursuant to the Plan from 20,000,000 to 100,000,000.



For         16,169,837
Against       916,211
Abstentions    2,012

3. Approval of amendments to the Certificate of Incorporation of the Company, and


   authorization of the Board of Directors of the Company to select and file one
   such amendment, to effect a reverse stock split of the Company's common stock
   at a ratio of not less than 1-for-2 and not more than 1-for-1,500, with the
   Board of Directors of the Company having the discretion as to whether or not
   the reverse stock split is to be effected, and with the exact ratio of any
   reverse stock split to be set at a whole number within the above range as
   determined by the Company's Board of Directors in its discretion (the "Reverse
   Stock Split Proposal"), which Reverse Stock Split Proposal revises the reverse
   stock split ratio approved by the Company's stockholders on November 13, 2019:



For         28,903,620
Against     2,268,215
Abstentions   11,399

4. Authorization of the Board of Directors of the Company, in its discretion, to


   reduce the number of shares of common stock authorized to be issued by the
   Company in proportion to the percentage decrease in the number of outstanding
   shares of common stock resulting from the reverse split (or a lesser decrease
   in authorized shares of common stock as determined by the Company's Board of
   Directors in its discretion):



For         29,009,800
Against      2,129,438
Abstentions   43,996

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Amendment of Certificate of Incorporation of the Company

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