Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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. |
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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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| December 4, 2019 |
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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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(b)
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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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7
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SOLE VOTING POWER
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15,357,741
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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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15,357,741
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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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15,357,741
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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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42.4%*
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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 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 foregoi
ng, 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.
| a. | Name |
Dale Broadrick
| b. | Residence or Business Address |
3003 Brick Chruch Pike
Nashville, Tennessee 37207
| c. | Occupation |
The Reporting Person is a private investor.
| d. | Convictions |
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).
| e. | Civil Judgments |
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.
| f. | Citizenship |
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 $0.03 per share.
Item 5. Interest in Securities of the Issuer.
(a) As of December 9, 2019, the Reporting Person beneficially owned 15,357,741 shares of Common Stock of the Company, including 5,444,444 shares of Common Stock of the Company issuable upon the exercise of
currently exercisable warrants. As of such date, the Reporting Person beneficially owned 42.4% of the outstanding Common Stock of the Company, based on there being 30,761,527 shares of Common Stock of the Company outstanding as of November 11, 2019,
as set forth in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2019 filed with the SEC on November 13, 2019, and presently exercisable warrants issued to the Reporting Person for the purchase of an aggregate of
5,444,444 shares of Common Stock of the Company.
(b) As of December 9, 2019, the Reporting Person had sole voting power and sole dispositive power with respect to 15,357,741 shares of Common Stock.
(c) During the 60 day period prior to the filing of this Amendment No. 4 to Schedule 13D, except as previosuly reported, the Reporting Person acquired the following securities of the Company:
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Date of Acquisition
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Securities Acquired
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Price Per Share
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How Transaction Effected
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11/15/19
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10,000 shares of Common Stock
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$
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.074
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Open Market Purchase
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| 11/21/19 | 138,000 shares of Common Stock |
$ |
.0494 (1) |
Open Market Purchases |
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| 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 |
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___________________
(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.
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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
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/s/ Dale Broadrick
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Dale Broadrick
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