BioRestorative Therapies, Inc. |
(Name of Issuer)
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Common Stock, $.001 Par Value |
(Title of Class of Securities)
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090655408 |
(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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July 29, 2019 |
(Date of Event which Requires Filing of this Statement)
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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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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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12,859,176
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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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12,859,176
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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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12,859,176
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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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41.7%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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a. | Name |
b. | Residence or Business Address |
c. | Occupation |
d. | Convictions |
e. | Civil Judgments |
f. | Citizenship |
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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6/3/19
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5,000 shares of Common Stock
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$
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.39
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Open Market Purchase
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6/3/19 | 3,000 shares of Common Stock |
$ |
.37 |
Open Market Purchase |
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6/5/19 | 500 shares of Common Stock |
$ |
.41 |
Open Market Purchase | ||
6/5/19 | 200 shares of Common Stock | $ |
.42 |
Open Market Purchase | ||
6/6/19 | 23,000 shares of Common Stock | $ | .43 (1) |
Open Market Purchases | ||
6/10/19 | 2,500 shares of Common Stock | $ |
.48 |
Open Market Purchase | ||
6/12/19 | 25,400 shares of Common Stock | $ |
.36 (2) |
Open Market Purchases | ||
6/13/19 | 1,000 shares of Common Stock | $ |
.42 |
Open Market Purchase |
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6/13/19 | 11,000 shares of Common Stock | $ |
.35 |
Open Market Purchases | ||
7/29/19 | 140,356 shares of Common Stock | $ | .35 (3) |
Open Market Purchases | ||
7/30/19 | 100 shares of Common Stock | $ |
.42 |
Open Market Purchase | ||
10/8/19 | 61,971 shares of Common Stock | $ |
.13 |
Open Market Purchases | ||
10/8/19 | 14,000 shares of Common Stock | $ |
.14 |
Open Market Purchase | ||
10/9/19 | 9,000 shares of Common Stock | $ |
.17 |
Open Market Purchases | ||
10/14/19 | 13,000 shares of Common Stock | $ |
.11 |
Open Market Purchase |
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10/15/19 | 5,000 shares of Common Stock | $ |
.14 |
Open Market Purchase | ||
10/15/19 | 1,000 shares of Common Stock |
$ |
.15 |
Open Market Purchase | ||
10/16/19 | 3,333,333 shares of Common Stock | $ |
.15 |
Purchase from Company |
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10/16/19 |
Warrant to acquire 3,333,333 shares of Common Stock
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$ |
- (4) |
Purchase from Company
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10/17/19 | 30,000 shares of Common Stock |
$ |
.12 |
Open Market Purchases | ||
___________________
(1) Represents the average price per share paid. Purchase prices ranged from $.41 per share to $.53 per share.
(2) Represents the average price per share paid. Purchase prices ranged from $.35 per share to $.49 per share.
(3) Represents the average price per share paid. Purchase prices ranged from $.32 per share to $.40 per share.
(4) Issued in consideration of purchase of shares of Common Stock from the Company.
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/s/ Dale Broadrick
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Dale Broadrick
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________ shares of the Common Stock covered by such Warrant; or
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___
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the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth therein.
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___
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$__________ in lawful money of the United States; and/or
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___
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the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share, or an aggregate Fair
Market Value of $__________, for purposes of this calculation);
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TO BE COMPLETED BY INDIVIDUAL
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TO BE COMPLETED BY CORPORATE,
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HOLDER, JOINT TENANTS, TENANTS
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PARTNERSHIP, LIMITED LIABILITY
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IN COMMON OR AS HOLDERS OF
COMMUNITY PROPERTY |
COMPANY OR TRUST HOLDER |
Name(s) of Holder(s) [Please Print]
Signature of Holder
Signature of Holder, if jointly held
Address(es) of Holder(s)
Social Security Number(s) of Holder(s)
Date
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Name of Holder [Please Print]
By:
Authorized Signatory
Name and Title of Authorized Signatory
[Please Print]
Address of Holder
Tax Identification Number of Holder
Date
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TO BE COMPLETED BY INDIVIDUAL
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TO BE COMPLETED BY CORPORATE,
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HOLDER, JOINT TENANTS, TENANTS
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PARTNERSHIP, LIMITED LIABILITY
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IN COMMON OR AS HOLDERS OF
COMMUNITY PROPERTY |
COMPANY OR TRUST HOLDER |
Name(s) of Holder(s) [Please Print]
Signature of Holder
Signature of Holder, if jointly held
Date
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Name of Holder [Please Print]
By:
Authorized Signatory
Name and Title of Authorized Signatory
[Please Print]
Date
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(a)
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The undersigned represents and warrants that the Shares acquired by it are being acquired for its own account, for investment purposes and not with a view to any
distribution within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The undersigned will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of any of the Shares unless (i) a
registration statement under the Securities Act with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) the Company has received a written opinion of its
counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, mortgage, pledge, hypothecation, transfer or disposition does not require registration under the Securities
Act or any state securities law.
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(b)
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The undersigned understands that the resale of the Shares is not, and is not being, registered under the Securities Act and the Shares must be held indefinitely unless
they are subsequently registered thereunder or an exemption from such registration is available.
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(c)
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The undersigned recognizes that the acquisition of the Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no
need for liquidity with respect to the Shares in that (a) it may not be able to liquidate the Shares in the event of emergency; (b) transferability is extremely limited; and (c) it could sustain a complete loss of its investment.
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(d)
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The undersigned represents and warrants that it (a) is competent to understand and does understand the nature of its investment; and (b) is able to bear the economic
risk of an acquisition of the Shares.
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(e)
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The undersigned represents and warrants that it is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
The undersigned meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Accredited Investor Certification attached hereto.
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(f)
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The undersigned has reviewed the Company’s filings with the Securities and Exchange Commission, including the risk factors set forth therein, and has been afforded the
opportunity to obtain such information regarding the Company as it has reasonably requested to evaluate the merits and risks of the undersigned’s investment in the Shares. No oral or written representations have been made or oral
information furnished to the undersigned or its advisers in connection with the investment in the Shares.
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(g)
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The undersigned confirms that the representations and warranties set forth in the Subscription Agreement pursuant to which the Warrant was issued are true and correct
as of the date hereof as if made on and as of the date hereof with respect to the purchase of the Shares.
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(h)
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The undersigned acknowledges that counsel to the Company will be relying, and may rely, upon the foregoing in connection with any opinion of counsel it may give with
regard to the issuance of the Shares by the Company to the undersigned, and any subsequent transfer of the Shares by the undersigned, and agrees to advise the Company and its counsel in writing in the event of any change in any of the
foregoing.
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TO BE COMPLETED BY INDIVIDUAL
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TO BE COMPLETED BY CORPORATE,
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HOLDER, JOINT TENANTS, TENANTS
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PARTNERSHIP, LIMITED LIABILITY
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IN COMMON OR AS HOLDERS OF
COMMUNITY PROPERTY |
COMPANY OR TRUST HOLDER |
Name(s) of Holder(s) [Please Print]
Signature of Holder
Signature of Holder, if jointly held
Date
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Name of Holder [Please Print]
By:
Authorized Signatory
Name and Title of Authorized Signatory
[Please Print]
Date
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(1) he or she is a natural person who has a net worth or joint net worth with his or her spouse in excess of $1,000,000 at the time of his or her purchase1; or
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(2) he or she is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or a joint income with his or her spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level in the current year; or
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(3) he or she is a director or executive officer of the Company; or
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(4) it is either (a) a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in
its individual or fiduciary capacity, (b) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c) an insurance company as defined in Section 2(13) of the Securities Act, (d) an investment company
registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act, (e) a small business investment company licensed by the United States Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958, (f) a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of $5,000,000 or (g) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by
a plan fiduciary, as defined in Section 3(21) of such act, which plan fiduciary is a bank, savings and loan association, an insurance company or a registered investment advisor, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who otherwise meet these suitability standards; or
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(5) it is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or
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(6) it is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust or a partnership not formed for the specific
purpose of acquiring the Shares offered hereby, with total assets in excess of $5,000,000; or
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(7) it is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person who has such knowledge and
experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment; or
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(8) it is a corporation, partnership or other entity, and each and every equity owner of such entity initials a separate Accredited Investor Certification pursuant to which it, he or she certifies that it, he
or she meets the qualifications set forth in either (1), (2), (3), (4), (5), (6) or (7) above.
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If the Warrant Holder is an INDIVIDUAL, or if the Shares are being acquired as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:
Name(s) of Warrant Holder
Signature of Warrant Holder
Signature, if jointly held
Date
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If the Warrant Holder is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
Name of Warrant Holder
By:
Signature of Authorized Representative
Name and Title of Authorized Representative
Date
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