BioRestorative Therapies, Inc. reporting persons led by Auctus Fund, LLC amend their Schedule 13G to show collective beneficial ownership of 2,699,470 shares of Common Stock, representing 9.9% of the class. This total includes 1,155,914 shares owned and 1,543,556 shares issuable upon exercise of warrants.
The filing cites 25,748,170 shares outstanding as of March 23, 2026 (per the issuer's 10-Q) as the base for the percentage calculation. The warrants contain a 9.99% blocker provision that prevents exercise beyond that threshold and excludes 1,498,718 warrant shares from current beneficial ownership calculations.
Positive
None.
Negative
None.
Insights
Large position disclosed; warrants and blocker rules shape near‑term ownership.
The filing shows Auctus Fund and affiliated reporting persons beneficially hold 2,699,470 shares, combining owned shares and warrants exercisable for 1,543,556 shares. The ownership percentage is calculated using March 23, 2026 outstanding share data.
The 9.99% blocker provision is central: it excludes 1,498,718 warrant shares from exercise now, limiting immediate dilution or control shifts. Subsequent filings or warrant exercises will clarify whether the Fund converts additional warrants or remains capped.
Key Figures
Beneficial ownership:2,699,470 sharesOwned shares:1,155,914 sharesWarrants exercisable:1,543,556 shares+3 more
6 metrics
Beneficial ownership2,699,470 sharesaggregate reported holdings including warrants
Owned shares1,155,914 sharesshares of Common Stock held by Auctus Fund, LLC
Warrants exercisable1,543,556 sharesshares issuable upon exercise of warrants held by the Fund
Outstanding shares (base)25,748,170 sharesshares outstanding as of <date>March 23, 2026</date> per issuer 10-Q
Reported ownership percentage9.9%percentage of class reported for each reporting person
Warrant shares excluded by blocker1,498,718 shareswarrant shares excluded due to 9.99% blocker provision
"1,543,556 shares issuable upon exercise of warrants held by Auctus Fund, LLC"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
9.99% blocker provisionregulatory
"the Warrants contain a blocker provision under which the holder does not have the right to exercise the Warrants to the extent ... owns more than 9.99%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 13d-4regulatory
"Pursuant to Rule 13d-4, as amended, the Fund expressly disclaims beneficial ownership"
What stake does Auctus Fund report in BioRestorative (BRTX)?
Auctus Fund reports beneficial ownership of 2,699,470 shares, equal to 9.9% of the class based on the filing's calculation using March 23, 2026 outstanding shares.
How is the 2,699,470 share total composed?
The total combines 1,155,914 shares held outright and 1,543,556 shares issuable upon exercise of warrants held by Auctus Fund, as stated in the filing.
What is the significance of the 9.99% blocker provision?
The warrants contain a 9.99% blocker provision that prevents exercise to the extent holdings would exceed 9.99%, excluding 1,498,718 warrant shares from current ownership calculations.
What outstanding share count did the filing use to compute the percentage?
The percentage is based on 25,748,170 shares outstanding as of March 23, 2026, drawn from the issuer's 10-Q cited in the statement.
Do the reporting persons disclaim beneficial ownership?
The Fund expressly disclaims beneficial ownership pursuant to Rule 13d-4, while Auctus Fund Management LLC and the named managing members state they may be deemed beneficial owners due to voting and investment discretion.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
BioRestorative Therapies, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
090655606
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
090655606
1
Names of Reporting Persons
Auctus Fund, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,699,470.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,699,470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,699,470.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
090655606
1
Names of Reporting Persons
Auctus Fund Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,699,470.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,699,470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,699,470.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, HC, OO
SCHEDULE 13G
CUSIP Number(s):
090655606
1
Names of Reporting Persons
Alfred Sollami
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,699,470.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,699,470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,699,470.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP Number(s):
090655606
1
Names of Reporting Persons
Louis Posner
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,699,470.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,699,470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,699,470.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BioRestorative Therapies, Inc.
(b)
Address of issuer's principal executive offices:
40 MARCUS DRIVE, MELVILLE, NEW YORK, 11747
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Auctus Fund, LLC
(ii) Auctus Fund Management LLC
(iii) Alfred Sollami
(iv) Louis Posner
(b)
Address or principal business office or, if none, residence:
(i) Auctus Fund, LLC
361 Newbury Street, 5th Floor
Boston, MA 02116
(ii) Auctus Fund Management LLC
361 Newbury Street, 5th Floor
Boston, MA 02116
(iii) Alfred Sollami
361 Newbury Street, 5th Floor
Boston, MA 02116
(iv) Louis Posner
361 Newbury Street, 5th Floor
Boston, MA 02116
(c)
Citizenship:
(i) Auctus Fund, LLC - DE
(ii) Auctus Fund Management LLC - DE
(iii) Alfred Sollami - USA
(iv) Louis Posner - USA
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
090655606
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Auctus Fund Management LLC is an exempt reporting adviser that files annual reports with the SEC and the state of Massachusetts and serves as the investment manager to Auctus Fund, LLC, (the "Fund"). Mr. Alfred Sollami and Mr. Louis Posner, as Managing Members of Auctus Fund Management LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owners of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Fund expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that the Fund is the beneficial owner of any of the securities reported herein.
Auctus Fund, LLC
Amount beneficially owned: 2,699,470
Auctus Fund Management LLC
Amount beneficially owned: 2,699,470
Alfred Sollami
Amount beneficially owned: 2,699,470
Louis Posner
Amount beneficially owned: 2,699,470
(b)
Percent of class:
This amount comprises beneficial ownership of 2,699,470 shares of Common Stock which consists of (i) 1,155,914 shares of Common Stock and (ii) 1,543,556 shares issuable upon exercise of warrants held by Auctus Fund, LLC (the "Warrants"). All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.9% of the Common Stock based on (i) 25,748,170 shares of Common Stock outstanding as of March 23, 2026 as represented in the 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on March 26, 2026, plus (ii) 1,543,556 shares of Common Stock issuable upon the exercise of the Warrants. The foregoing excludes 1,498,718 shares of Common Stock issuable upon exercise of the Warrants because the Warrants contain a blocker provision under which the holder does not have the right to exercise the Warrants to the extent that together with the holder's affiliates and any other person or entity acting as a group together with the holder of any or the holder's affiliates, owns more than 9.99% of the Common Stock. Without such blocker provisions, the Fund may have been deemed to have beneficial ownership of 4,198,188 shares of Common Stock.
Auctus Fund, LLC
Percent of class: 9.9%
Auctus Fund Management LLC
Percent of class: 9.9%
Alfred Sollami
Percent of class: 9.9%
Louis Posner
Percent of class: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Auctus Fund, LLC
Sole power to vote or to direct the vote: 0
Auctus Fund Management LLC
Sole power to vote or to direct the vote: 0
Alfred Sollami
Sole power to vote or to direct the vote: 0
Louis Posner
Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
Auctus Fund, LLC
Shared power to vote or to direct the vote: 2,699,470
Auctus Fund Management LLC
Shared power to vote or to direct the vote: 2,699,470
Alfred Sollami
Shared power to vote or to direct the vote: 2,699,470
Louis Posner
Shared power to vote or to direct the vote: 2,699,470
(iii) Sole power to dispose or to direct the disposition of:
Auctus Fund, LLC
Sole power to dispose or to direct the disposition of: 0
Auctus Fund Management LLC
Sole power to dispose or to direct the disposition of: 0
Alfred Sollami
Sole power to dispose or to direct the disposition of: 0
Louis Posner
Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
Auctus Fund, LLC
Shared power to dispose or to direct the disposition of: 2,699,470
Auctus Fund Management LLC
Shared power to dispose or to direct the disposition of: 2,699,470
Alfred Sollami
Shared power to dispose or to direct the disposition of: 2,699,470
Louis Posner
Shared power to dispose or to direct the disposition of: 2,699,470
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
