UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No.
4)*
BioRestorative Therapies, Inc.
|
|
(Name of Issuer)
|
| |
Common Stock, $.001 Par Value
|
|
(Title of Class of
Securities)
|
| |
|
090655408 |
|
(CUSIP Number)
|
| |
|
Dale Broadrick
3003 Brick Church Pike
Nashville, TN 37207
(615) 256-0600
|
|
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and
Communications)
|
| |
December 4, 2019
|
|
(Date of Event which Requires
Filing of this Statement)
|
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).
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Dale Broadrick
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE
ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
15,357,741
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
15,357,741
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,357,741
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
42.4%*
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
* Based upon information
contained in the Quarterly Report on Form 10-Q for the period ended
September 30, 2019 filed by BioRestorative Therapies, Inc. (the
“Company”) with the Securities and Exchange Commission (the "SEC")
on November 13, 2019, there were 30,761,527 shares of the Company’s
common stock, par value $0.001 per share (the “Shares”), issued and
outstanding as of November 11, 2019.
This Amendment No. 4 to Schedule
13D reflects the aggregate number of Shares beneficially owned
by Dale Broadrick (the “Reporting Person”) and includes (i)
8,799,712 Shares owned directly by the Reporting Person; (ii)
1,113,585 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. 4 to Schedule 13D, the Reporting Person may be deemed
to beneficially own 15,357,741 Shares, or 42.4% of the Shares
issued and outstanding as of November 11, 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.
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.
Dale Broadrick
| b. |
Residence or Business Address |
3003 Brick Chruch Pike
Nashville, Tennessee 37207
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.
Between November 15, 2019 and December 9, 2019, the Reporting
Person purchased, directly or indirectly, an aggregate of 2,086,352
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.
In addition, on December 6, 2019, the exercise price of warrants
held by the Reporting Person for the purchase of an aggregate of
5,444,444 shares of Common Stock of the Company was reduced from
between $0.15 and $0.20 per share to $0.03 per share.
Item 5. Interest in
Securities of the Issuer.
(a) As of
December 9, 2019, the Reporting Person beneficially owned
15,357,741 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 42.4% of the outstanding
Common Stock of the Company, based on there being 30,761,527 shares
of Common Stock of the Company outstanding as of November 11, 2019,
as set forth in the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2019 filed with the SEC on November 13,
2019, 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.
(b) As of December 9, 2019, the
Reporting Person had sole voting power and sole dispositive power
with respect to 15,357,741 shares of Common Stock.
(c) During the 60 day period prior to
the filing of this Amendment No. 4 to Schedule 13D, except as
previosuly reported, the Reporting Person acquired the following
securities of the Company:
|
Date of Acquisition
|
Securities Acquired
|
|
Price Per Share
|
|
How Transaction Effected
|
|
|
|
|
|
|
|
|
11/15/19
|
10,000 shares of Common Stock
|
|
$
|
.074
|
|
Open Market Purchase
|
|
11/21/19 |
138,000
shares of Common Stock
|
|
$
|
.0494 (1)
|
|
Open Market Purchases
|
|
12/4/19 |
292,351
shares of Common Stock
|
|
$
|
..0298 (2)
|
|
Open Market Purchases |
|
12/5/19 |
250,679
shares of Common Stock |
|
$
|
.02536 (3)
|
|
Open Market Purchases |
|
12/6/19 |
1,314,322
shares of Common Stock |
|
$ |
.0304 (4)
|
|
Open Market Purchases |
|
12/9/19 |
81,000
shares of Common Stock
|
|
$
|
.036
|
|
Open Market
Purchases
|
|
___________________
(1) Represents the average price per share paid. Purchase
prices ranged from $.049 per share to $.05 per share.
(2) Represents the average price per share paid. Purchase
prices ranged from $.0295 per share to $.03 per share.
(3) Represents the average price per share paid. Purchase
prices ranged from $.025 per share to $.029 per share.
(4) Represents the average price per share paid. Purchase
prices ranged from $.025 per share to $.04 per share.
|
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except with respet 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.
Dated: December 10, 2019
|
|
|
|
|
|
|
|
|
/s/ Dale Broadrick
|
| |
|
Dale Broadrick
|
| |
|
|
