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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Dale Broadrick
3003 Brick Church Pike
Nashville, TN 37207
(615) 256-0600
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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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Dale Broadrick
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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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☐
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3
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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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SOLE VOTING
POWER
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23,817,951
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8
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SHARED VOTING
POWER
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0
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9
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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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☐
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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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14
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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.
Dale Broadrick
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Residence or Business Address |
3003 Brick Church 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.
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.
Dated: January 8, 2020
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/s/ Dale Broadrick
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Dale Broadrick
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