SEC Comment Letter for BioRestorative Therapies, Inc. (BRTX) (CIK 0001505497) (BRTX) — Oct 6, 2011
BioRestorative Therapies, Inc. (BRTX) (CIK 0001505497)
Date: Oct. 6, 2011 · CIK: 0001505497 · Accession: 0000000000-11-059212
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-54402
Referenced dates: August 8, 2011
Letter
October 6, 2011 Via E-Mail Mark Weinreb, Chief Executive Officer BioRestorative Therapies, Inc. (f /k/a Stem Cell Assurance, Inc.) 555 Heritage Drive Jupiter, FL 33458
Re: BioRestorative Therapies, Inc. (f/k/a Stem Cell Assurance, Inc.) Amendment No. 2 to Form 10 Filed September 6, 2011 File No. 000-54402
Dear Mr. Weinreb: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
General
Overview, page 1
1. We note your response to comment one, relating to the Overview section, of our letter dated August 8, 2011, and we reissue it in part . Please revise either your Overview section or the various areas where you cross- reference to more detailed discussions of components of your business plan to clarify th e impact the lack of funding would have on the timing and your ability to implement your business plan. Availability of Funds, page 41
2. We note your response to comment 8 of our letter dated August 8, 2011, and we reissue it. Please revise to disclose the material terms and conditions of all material debt
Mark Weinreb BioRestorative Therapies, Inc. (f /k/a Stem Cell Assurance, Inc.) October 6, 2011 Page 2
financing on an individual basis. We note that your table on page 41 still aggregates the various notes and does not disclose the ident ity of the lenders, any conditions, covenants, or other provisions th at may be material.
Executive Compensation, page 50
3. We note your response to comment 12 of our letter dated August 8, 2011, and we reissue it. Since Ms. McConnell was issu ed shares of stock as part of her termination agreement, it appears that the grant date fair value of this award should be included in the summary compensation table. Please revise your summary compensation table accordingly. Certain Relationships and Relate d Party Transactions, page 53
4. We note your response to comment 13 of our letter dated August 8, 2011, and we reissue it. Please revise to clarify Mr. Berger’s relationship with Stem Cell Research Company, LLC and why his termination agreement di rected Stem Cell Research to receive $180,000 and why Stem Cell Research agreed to the voting proxy for its shares in connection with Mr. Berger’s te rmination. It is unclear why Mr. Berger is a party to your agreements with Stem Cell Research and w hy Stem Cell Research is a party to Mr. Berger’s termination agreement.
Questions may be directed to Edwin S. Ki m at (202) 551-3297 or Pam Howell, Special Counsel, at (202) 551-3357. Sincerely, / s / P a m e l a H o w e l l f o r John Reynolds Assistant Director
Show Raw Text
October 6, 2011
Via E-Mail
Mark Weinreb, Chief Executive Officer BioRestorative Therapies, Inc. (f /k/a Stem Cell Assurance, Inc.)
555 Heritage Drive Jupiter, FL 33458
Re: BioRestorative Therapies, Inc. (f/k/a Stem Cell Assurance, Inc.)
Amendment No. 2 to Form 10 Filed September 6, 2011 File No. 000-54402
Dear Mr. Weinreb:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General
Overview, page 1
1. We note your response to comment one, relating to the Overview section, of our letter
dated August 8, 2011, and we reissue it in part . Please revise either your Overview
section or the various areas where you cross- reference to more detailed discussions of
components of your business plan to clarify th e impact the lack of funding would have on
the timing and your ability to implement your business plan.
Availability of Funds, page 41
2. We note your response to comment 8 of our letter dated August 8, 2011, and we reissue
it. Please revise to disclose the material terms and conditions of all material debt
Mark Weinreb
BioRestorative Therapies, Inc. (f /k/a Stem Cell Assurance, Inc.)
October 6, 2011 Page 2
financing on an individual basis. We note that your table on page 41 still aggregates the
various notes and does not disclose the ident ity of the lenders, any conditions, covenants,
or other provisions th at may be material.
Executive Compensation, page 50
3. We note your response to comment 12 of our letter dated August 8, 2011, and we reissue
it. Since Ms. McConnell was issu ed shares of stock as part of her termination agreement,
it appears that the grant date fair value of this award should be included in the summary
compensation table. Please revise your summary compensation table accordingly.
Certain Relationships and Relate d Party Transactions, page 53
4. We note your response to comment 13 of our letter dated August 8, 2011, and we reissue
it. Please revise to clarify Mr. Berger’s relationship with Stem Cell Research Company,
LLC and why his termination agreement di rected Stem Cell Research to receive
$180,000 and why Stem Cell Research agreed to the voting proxy for its shares in connection with Mr. Berger’s te rmination. It is unclear why Mr. Berger is a party to your
agreements with Stem Cell Research and w hy Stem Cell Research is a party to Mr.
Berger’s termination agreement.
Questions may be directed to Edwin S. Ki m at (202) 551-3297 or Pam Howell, Special
Counsel, at (202) 551-3357.
Sincerely,
/ s / P a m e l a H o w e l l f o r John Reynolds
Assistant Director