0001021771-19-000092.txt : 20191210 0001021771-19-000092.hdr.sgml : 20191210 20191210172703 ACCESSION NUMBER: 0001021771-19-000092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191210 DATE AS OF CHANGE: 20191210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BioRestorative Therapies, Inc. CENTRAL INDEX KEY: 0001505497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 911835664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86699 FILM NUMBER: 191278474 BUSINESS ADDRESS: STREET 1: 40 MARCUS DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: (631) 760-8100 MAIL ADDRESS: STREET 1: 40 MARCUS DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: Stem Cell Assurance, Inc. DATE OF NAME CHANGE: 20101110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Broadrick Dale CENTRAL INDEX KEY: 0001677513 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3003 BRICK CHURCH PIKE CITY: NASHVILLE STATE: TN ZIP: 37207 SC 13D/A 1 sc13da4.htm DALE BROADRICK SCHEDULE 13D AMENDMENT 4


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.

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:

 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