SCHEDULE 13G/A: Auctus Fund Entities Disclose 9.9% Stake in BioRestorative Therapies, Inc.

Auctus Fund Management LLC, Auctus Fund, LLC, and their managing members, Alfred Sollami and Louis Posner, have disclosed a collective beneficial ownership of 9.9% in BioRestorative Therapies, Inc.'s common stock.

Summary

• Auctus Fund Management LLC, Auctus Fund, LLC, Alfred Sollami, and Louis Posner (collectively, "Reporting Persons") have filed an Amendment No. 4 to Schedule 13G regarding their beneficial ownership in BioRestorative Therapies, Inc.
• As of March 31, 2025, the Reporting Persons collectively beneficially own 759,087 shares of BioRestorative Therapies, Inc. Common Stock.
• This ownership represents approximately 9.9% of the outstanding Common Stock.
• The 759,087 shares consist of 665,400 shares of Common Stock and 93,687 shares issuable upon the exercise of warrants held by Auctus Fund, LLC.
• The percentage of class is calculated based on 7,504,780 shares of Common Stock outstanding as of March 26, 2025, as reported in the Issuer's 10-K filed on March 28, 2025, plus the 93,687 shares issuable from warrants.
• The filing explicitly states that 2,301,803 shares issuable from warrants and 1,398,158 shares from Series B Preferred Stock conversion are excluded from the reported beneficial ownership due to blocker provisions that prevent ownership from exceeding 9.99% of the Common Stock.
• Without these blocker provisions, the Fund may have been deemed to have beneficial ownership of 4,459,048 shares of Common Stock.
• Auctus Fund Management LLC serves as the investment manager to Auctus Fund, LLC.
• Alfred Sollami and Louis Posner, as Managing Members of Auctus Fund Management LLC, are deemed beneficial owners due to their power to exercise investment and voting discretion over the shares held by the Fund.
• 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.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, providing no explicit positive or negative sentiment regarding the company's performance or outlook. It is a standard regulatory filing.

Risks

• The document highlights a 'blocker provision' in warrants and Series B Preferred Stock that prevents the holder from exercising or converting securities if it would result in ownership exceeding 9.99% of the Common Stock, which could limit the Reporting Persons' ability to increase their stake beyond this threshold without triggering additional disclosure requirements or potential control implications.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reflects a significant passive investment stake by an investment fund and its managing members in a publicly traded company, which is a common occurrence in the financial markets. It indicates a notable position taken by institutional investors in the biotechnology or healthcare sector, where BioRestorative Therapies, Inc. likely operates.

Related Party Transactions

• Auctus Fund Management LLC serves as the investment manager to Auctus Fund, LLC, and Alfred Sollami and Louis Posner are Managing Members of Auctus Fund Management LLC, indicating a direct relationship and shared control over the reported securities.

Stakeholder Impact

• Shareholders: The disclosure of a significant 9.9% stake by an institutional investor group could be viewed as a vote of confidence or a notable position, potentially influencing market perception. The presence of blocker provisions ensures that this stake remains below a threshold that would typically trigger more active control-related disclosures.
• Company Management: Awareness of a significant institutional holder, even a passive one, can be a factor in corporate strategy and investor relations.

Key Dates

Keywords

BioRestorative Therapies, Auctus Fund Management, Auctus Fund, Beneficial Ownership, SEC Filing, Schedule 13G, Common Stock, Warrants, Series B Preferred Stock, Institutional Investor, Investment Management