Business Context and Reporting Period
This Form 8-K Current Report was filed by BioRestorative Therapies, Inc. (BRTX) on September 8, 2022. The report details corporate governance changes, specifically the entry into a material definitive agreement regarding preferred stock and a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses on corporate actions rather than financial results.
Material Changes
- Preferred Stock Exchange: Effective September 8, 2022, the Company issued 1,543,158 shares of Series B preferred stock to Auctus Fund, LLC in exchange for an equal number of outstanding Series A preferred stock shares.
- Terms Modification: The Series B stock terms are substantially identical to Series A, except the limitation on beneficial ownership of common stock upon conversion and voting rights is increased to 9.99% of then-outstanding common stock, up from 4.99% for Series A.
- Accounting Firm Change: The Audit Committee approved the dismissal of Friedman LLP and the engagement of Marcum LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. This change follows Friedman's combination with Marcum on September 1, 2022.
Guidance, Outlook, and Risks
The Company prepared presentation materials intended for use at the H.C. Wainwright 24th Annual Global Investment Conference on September 14, 2022, and for other investor communications. These materials are furnished as Exhibit 99.1 and are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The filing explicitly disclaims any obligation to update these materials in the future.
Regarding the change in auditors, the Company confirmed there were no disagreements with the former auditor, Friedman LLP, on accounting principles, practices, or audit scope during the fiscal years ended December 31, 2020 and 2021, or the subsequent period prior to dismissal. No reportable events were identified.
Investor Verification Checklist
- Verify the specific rights, preferences, and powers of the new Series B preferred stock in the Certificate of Designations (Exhibit 3.1).
- Review the presentation materials (Exhibit 99.1) for updated business strategy or operational outlook, noting they are not formally filed.
- Confirm the transition timeline and any potential impact on the audit process for the fiscal year ending December 31, 2022, now handled by Marcum LLP.
- Monitor future filings for the impact of the increased 9.99% beneficial ownership limit on future capital raises or conversions.