SCHEDULE: Auctus Fund Discloses 9.9% Stake in BioRestorative Therapies

Auctus Fund, LLC and its affiliates reported a 9.9% beneficial ownership stake in BioRestorative Therapies, Inc., totaling 895,896 shares.

Summary

• Auctus Fund, LLC, Auctus Fund Management LLC, Alfred Sollami, and Louis Posner collectively reported beneficial ownership of 895,896 shares of BioRestorative Therapies, Inc. common stock.
• This represents approximately 9.9% of the company's outstanding common stock.
• The ownership comprises 804,210 shares of common stock and 91,686 shares issuable upon the exercise of warrants.
• The calculation of the 9.9% ownership is based on 8,876,242 shares outstanding as of November 11, 2025, plus the 91,686 exercisable warrant shares.
• Significant blocker provisions prevent the exercise of an additional 2,440,054 warrant shares and conversion of 1,398,158 Series B Preferred Stock shares, which would otherwise increase their beneficial ownership to 4,734,108 shares.
• 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: StockSavvy.ai views this as a neutral to slightly positive disclosure, as it confirms a significant, stable institutional ownership without indicating any immediate negative changes or intent to influence control.

Positives

• A significant institutional investor group, Auctus Fund, maintains a substantial 9.9% stake, indicating continued interest in BioRestorative Therapies.
• The disclosure clarifies the ownership structure and the impact of blocker provisions, providing transparency to the market.

Negatives

• The presence of blocker provisions on warrants and preferred stock limits the immediate conversion of a substantial number of potential shares, which could impact future liquidity or capital structure flexibility if these provisions were not in place.

Risks

• The existence of blocker provisions on warrants and preferred stock means a large number of shares (4,734,108 shares if not for blockers) are not currently counted towards beneficial ownership, which could represent future dilution risk if these blockers are removed or ownership thresholds are adjusted.

Future Outlook

This Schedule 13G filing does not contain forward-looking statements or guidance regarding the company's future operations or financial performance, focusing solely on beneficial ownership disclosure.

Industry Context

StockSavvy.ai notes that institutional filings like this Schedule 13G provide transparency into significant ownership stakes, which can be a signal of investor confidence or strategic positioning within the biotechnology sector. While not directly indicative of operational performance, a stable or increasing institutional stake can be viewed positively, especially for smaller biotech firms like BioRestorative Therapies, Inc., which often rely on institutional backing.

Comparison to Industry Standards

• The 9.9% beneficial ownership stake held by Auctus Fund is a substantial position for an institutional investor in a small-cap biotechnology company. For comparison, similar stakes are often seen in early-stage growth companies where institutional investors aim to influence strategic direction or capitalize on long-term potential.
• The use of blocker provisions, limiting ownership to just under 10%, is a common strategy employed by institutional investors to avoid triggering additional regulatory reporting requirements or to maintain flexibility in their investment strategy without being deemed a control person.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's stake, potentially offering a degree of confidence or insight into institutional interest.
• Management: Awareness of a large, passive institutional holder (due to the 'ordinary course of business' certification) that is not seeking to influence control.

Key Dates

Recommendation

The filing is a routine Schedule 13G amendment disclosing beneficial ownership by an institutional investor group. It confirms a significant, but passive, stake in BioRestorative Therapies, Inc. without indicating any intent to influence control or any material operational changes. As such, it does not provide new information that would warrant a change in investment thesis, leading to a 'hold' recommendation for existing investors.

Keywords

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