UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

___________________

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report: April 2, 2012
(Date of earliest event reported)


BIORESTORATIVE THERAPIES, INC.
(Exact Name of Registrant as Specified in Charter)

Nevada
000-54402
91-1835664
(State or Other Jurisdiction of Incorporation)
(Commission File No.)
(IRS Employer Identification Number)

555 Heritage Drive, Jupiter, Florida
    33458
(Address of Principal Executive Offices)
(Zip Code)


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:


____
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
____
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
____
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
____
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 

 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 2, 2012, Stem Cell Cayman, Ltd., a wholly-owned subsidiary of BioRestorative Therapies, Inc. (the “Company”), borrowed $1,500,000 from Westbury (Bermuda) Ltd. (“Westbury”), a principal shareholder of the Company.  The promissory note evidencing the loan provides for interest at the rate of 15% per annum, payable monthly, and the payment of the principal amount one year from the date of issuance (subject to acceleration under certain circumstances).  In consideration of the loan, the Company issued to Westbury a five year warrant for the purchase of 20,000,000 shares of common stock of the Company at an exercise price of $.03 per share.



 
 
 

 

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.
 
 
 
BIORESTORATIVE THERAPIES, INC.
 
       
Dated: April 6, 2012
By:
/s/ Mark Weinreb  
    Mark Weinreb   
    Chief Executive Officer