SCHEDULE: Auctus Fund Discloses 9.9% Stake in BioRestorative

Auctus Fund, LLC and its affiliates have disclosed a 9.9% beneficial ownership stake in BioRestorative Therapies, Inc., totaling 784,655 shares.

Summary

• Auctus Fund, LLC, Auctus Fund Management LLC, Alfred Sollami, and Louis Posner collectively reported beneficial ownership of 784,655 shares of BioRestorative Therapies, Inc. Common Stock.
• This ownership represents approximately 9.9% of the outstanding Common Stock.
• The reported shares consist of 435,035 shares of Common Stock and 349,620 shares issuable upon the exercise of warrants.
• The percentage of class is calculated based on 7,504,780 shares of Common Stock outstanding as of May 13, 2025, plus the 349,620 exercisable warrant shares.
• The warrants and Series B Preferred Stock held by Auctus Fund, LLC contain blocker provisions preventing exercise or conversion if it would result in ownership exceeding 9.99% of the Common Stock.
• Without these blocker provisions, the Fund's beneficial ownership would be 4,228,683 shares of Common Stock.
• The securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The disclosure of a significant stake by an institutional investor like Auctus Fund, LLC, while a routine regulatory filing, can be viewed as a moderately positive signal of investor confidence in BioRestorative Therapies, Inc. The presence of blocker provisions, however, limits the immediate impact of potential full conversion.

Positives

• Auctus Fund, LLC, a professional investment entity, holding a significant 9.9% stake may signal confidence in BioRestorative Therapies, Inc.'s long-term prospects.
• The disclosure of a substantial institutional investor stake can enhance market visibility and potentially attract other investors.

Negatives

• The presence of blocker provisions on warrants and preferred stock limits the immediate conversion of a significant portion of potential shares, which could impact the reporting entity's flexibility or influence.

Risks

• The existence of blocker provisions on warrants and Series B Preferred Stock means a large number of shares (2,045,870 from warrants and 1,398,158 from Series B Preferred Stock) are not currently counted in the beneficial ownership due to the 9.99% ownership cap, but could be converted if the cap is removed or adjusted, potentially leading to future dilution for existing shareholders.
• The future exercise of warrants or conversion of preferred stock, even with blocker provisions, could still lead to increased share count and potential dilution over time.

Future Outlook

This Schedule 13G filing does not contain forward-looking statements or guidance from BioRestorative Therapies, Inc. It is a disclosure of current beneficial ownership by an institutional investor.

Management Comments

• Alfred Sollami and Louis Posner, as Managing Members of Auctus Fund Management LLC, may be deemed beneficial owners of all shares held by Auctus Fund, LLC.
• Auctus Fund, LLC expressly disclaims beneficial ownership over any securities reported, and the filing should not be construed as an admission of beneficial ownership by the Fund.
• The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Industry Context

This filing is a standard disclosure of a significant ownership stake by an institutional investor in a publicly traded company. It does not provide specific insights into broader industry trends or competitive landscape, but rather reflects an investment decision within the biotechnology or regenerative medicine sector where BioRestorative Therapies operates.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor stake may increase confidence and potentially attract more investment, but the large number of shares under blocker provisions could represent future dilution risk.
• Company Management: Awareness of a significant institutional shareholder may influence strategic decisions, though the filing states the stake is not for control purposes.

Next Steps

• NA

Key Dates

Recommendation

This filing is a routine disclosure of beneficial ownership by an institutional investor and does not contain new operational or financial performance data for BioRestorative Therapies, Inc. While a significant stake by an institutional fund can be seen as a positive signal of confidence, the filing itself does not provide sufficient new information to warrant a change in investment thesis. The presence of blocker provisions on a substantial number of potential shares (warrants and preferred stock) indicates a large overhang that could lead to future dilution, which warrants caution. Therefore, a 'hold' recommendation is appropriate as investors should await further operational updates or financial results from the company before making a definitive investment decision.

Keywords

BioRestorative Therapies, BRTX, Auctus Fund, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, SEC Filing, Biotechnology, Regenerative Medicine