SEC Form SC 13G/A filed by BioRestorative Therapies Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 the disclosures provided in a prior cover page.

The information required in 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).

(3) See Note (1) Above

(4) See Note (1) Above

BioRestorative Therapies, Inc. (the “Issuer”)

40 Marcus Drive

Melville, New York 11747

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock of the Company:

535 Boylston Street, 3rd Floor, Suite 301

Boston, MA 02116

535 Boylston Street, 3rd Floor, Suite 301

Boston, MA 02116

535 Boylston Street, 3rd Floor, Suite 301

Boston, MA 02116

535 Boylston Street, 3rd Floor, Suite 301

Boston, MA 02116

Common Stock, par value $0.0001 par value (“Common Stock”)

090655606

(e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)

(g) [x] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

Note 5:  

Auctus Fund Management LLC is an exempt reporting adviser that files annual reports with the SEC and the state of Massachusetts and serves as the investment manager to Auctus Fund, LLC, (the "Fund"). Mr. Alfred Sollami and Mr. Louis Posner, as Managing Members of Auctus Fund Management LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owners of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Fund expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that the Fund is the beneficial owner of any of the securities reported herein.     

Note 6:  

This amount comprises beneficial ownership of 376,004 shares of Common Stock which consists of (i) 285,828 shares of Common Stock and (ii) 90,176 shares issuable upon exercise of the Warrants. All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.9% of the Common Stock based on (i) 3,673,629 shares of Common Stock outstanding as of November 14, 2022 as represented in the 10-Q filed by the Issuer with the SEC on November 14, 2022, plus (ii) 90,176 shares of Common Stock issuable upon the exercise of the Warrants. The foregoing excludes 1,586,404 shares of Common Stock issuable upon exercise of the Warrants because the Warrants contain a blocker provision under which the holder does not have the right to exercise the Warrants to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates and any other person or entity acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. The foregoing also excludes 1,518,158 shares of Common Stock issuable upon the conversion of Series B Preferred Stock because these securities contain similar blocker provisions to those attached to the Warrants and described above. Without such blocker provisions, the Fund may be deemed to have beneficial ownership of 3,480,566 shares of Common Stock.       

Each of the Reporting Persons makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).