UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BioRestorative Therapies, Inc.
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(Name of Issuer)
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Common Stock, $.001 Par Value
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(Title of Class of Securities)
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| 090655408 |
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(CUSIP Number)
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3003 Brick Church Pike
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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January 6, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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23,817,951
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SHARED VOTING POWER
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0
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SOLE DISPOSITIVE POWER
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23,817,951
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,817,951
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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48.2%*
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Based upon information contained in the definitive Proxy Statement filed by BioRestorative Therapies, Inc. (the
“Company”) with the Securities and Exchange Commission (the
"SEC") on
December 23, 2019 (the
"Proxy
Statement"), there were 43,991,022 shares of the Company’s common stock, par value $0.001 per share (the
“Shares”), issued and outstanding as of
December 13, 2019. The percentage of class owned by
Dale Broadrick (the
"Reporting Person") does not
give effect to any issuances of common stock by the Company subsequent to
December 13, 2019, as reflected in the Company's Current Reports on Form 8-K filed after the date of filing of the Proxy Statement.
This Amendment No. 5 to Schedule 13D reflects the aggregate number of Shares beneficially owned by the Reporting Person and includes (i) 12,549,712 Shares owned directly by the Reporting Person; (ii) 5,823,795 Shares
owned indirectly by the Reporting Person through Fleetco, Inc. of which he is the sole shareholder; (iii) 1,000,000 Shares underlying warrants held by the Reporting Person with an exercise price of $0.03 per Share and an expiration date of
February
19, 2024; (iii) 1,111,111 Shares underlying warrants held by the Reporting Person with an exercise price of $0.03 per Share and an expiration date of
May 7, 2024; and (iv) 3,333,333 Shares underlying a warrant held by the Reporting Person with an
exercise price of $0.03 per Share and an expiration date of
October 16, 2024. As a result of the foregoing, as of the filing date of this Amendment No. 5 to Schedule 13D, the Reporting Person may be deemed to beneficially own 23,817,951 Shares, or
48.2% of the Shares issued and outstanding as of
December 13, 2019. Percent of class assumes the exercise of all of the Warrants held by the Reporting Person for the acquisition of 5,444,444 Shares and does not give effect to any issuances of
common stock by the Company subsequent to
December 13, 2019, as reflected in the Company's Current Reports on Form 8-K filed after the date of filing of the Proxy Statement.
Item 1. Security and Issuer.
This statement relates to the shares of Common Stock, par value $.001 per share (
"Shares" or the
"Common Stock"), of BioRestorative Therapies, Inc., a Delaware corporation (the
"Company"). The address of the principal executive offices of the
Company is 40 Marcus Drive, Suite One,
Melville,
New York 11747.
Item 2. Identity and Background.
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Residence or Business Address |
3003 Brick Church Pike
The Reporting Person is a private investor.
During the last five years, the Reporting Person, to the best of his knowledge, has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, the Reporting Person, to the best of his knowledge, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
On
January 6, 2020, the Reporting Person purchased, directly or indirectly, an aggregate of 8,460,210 Shares in the open market as set forth in Item 5.
The Shares were acquired, and are being held, for investment purposes. The Reporting Person believes that the Common Stock of the Company is
significantly undervalued and does not reflect the value of its business opportunity and its intellectual property.
The Reporting Person may purchase additional shares of Common Stock from time to time depending upon price, market conditions, availability of funds,
evaluation of other investment opportunities, and other factors. The Reporting Person has no present intention to sell any shares of Common Stock, although the Reporting Person could determine from time to time, based upon the same factors listed
above for purchases, to sell some or all of the shares of Common Stock held by the Reporting Person.
The Reporting Person does not have any plans or proposals that would result in any of the actions or transactions described in clauses (a) through (j)
of Item 4 of Schedule 13D, except as set forth above.
Item 5. Interest in Securities of the Issuer.
(a) As of
January 6, 2020, the Reporting Person beneficially owned 23,817,951 shares of Common Stock of the Company, including 5,444,444 shares of Common Stock of the Company issuable upon the exercise of currently
exercisable warrants. As of such date, the Reporting Person beneficially owned 48.2% of the outstanding Common Stock of the Company, based on there being 43,991,022 shares of Common Stock of the Company outstanding as of
December 13, 2019, as set
forth in the Company's definitive Proxy Statement filed with the SEC on
December 23, 2019 (the
"Proxy Statement"), and presently exercisable warrants issued to the Reporting Person for the purchase of an aggregate of 5,444,444 shares of Common Stock
of the Company. Such percentage of outstanding Common Stock does not give effect to any issuances of Common Stock by the Company subsequent to
December 13, 2019, as reflected in the Company's Current Reports on Form 8-K filed after the date of
filing of the Proxy Statement.
(b) As of
January 6, 2020, the Reporting Person had sole voting power and sole dispositive power with respect to 23,817,951 shares of Common Stock.
(c) During the 60 day period prior to the filing of this Amendment No. 5 to Schedule 13D, except as previously reported, the Reporting Person acquired, directly or indirectly, the following securities of the Company:
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Date of Acquisition
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Securities Acquired
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Price Per Share
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How Transaction Effected
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01/06/20
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8,460,210 shares of Common Stock
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$
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.0121 (1)
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Open Market Purchases
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___________________
(1) Represents the average price per share paid. Purchase prices ranged from $.0101 per share to $.0138 per share.
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except with respect to the warrants held by the Reporting Person for the purchase of an aggregate of 5,444,444 shares of Common Stock of the Company, the Reporting Person does not have any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
