Auctus Fund and affiliated reporting persons disclose beneficial ownership of 784,655 shares of BioRestorative Therapies, Inc. (BRTX), about 9.9% of the company. The disclosed position comprises 435,035 outstanding shares and 349,620 shares issuable upon exercise of warrants, and the filing is made on Schedule 13G indicating a claimed passive investment intent.
The statement notes blocker provisions that exclude 2,045,870 warrants and 1,398,158 shares issuable upon conversion from the reported beneficial ownership; without those blockers the aggregate exposure could be 4,228,683 shares. The reporting persons state shared voting and dispositive power over the 784,655 shares.
Positive
None.
Negative
None.
Insights
TL;DR: Auctus Fund reports a material 9.9% passive stake (784,655 shares) including warrants, creating a measurable ownership position with dilution overhang.
The filing discloses a substantial economic interest equal to 9.9% of BRTX comprised of issued shares plus warrants, and it is submitted on Schedule 13G, which reflects the filers' assertion of passive intent. The presence of 349,620 exercisable-warrant shares increases current economic exposure while the exclusion of large additional warrant and convertible pools via blocker provisions limits immediate dilution and exercise capacity. For investors, this is a significant ownership disclosure but not an explicit control or activist signal.
TL;DR: Shared voting/dispositive power and explicit disclaimers indicate coordination but not a control-seeking posture; blocker clauses constrain further accumulation.
The report shows that voting and disposition are reported as shared across Auctus Fund entities and two named individuals, and the Fund expressly disclaims beneficial ownership under Rule 13d-4. Blocker provisions preventing exercise above a 9.99% threshold mean certain securities are excluded from beneficial ownership calculations, preserving the filer below control thresholds. This filing is material from a governance perspective because it flags a near-10% holder while documenting contractual limits on additional ownership and exercise rights.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
BioRestorative Therapies, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
090655606
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
784,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
784,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
784,655.00
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 No.
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
784,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
784,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
784,655.00
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 No.
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
784,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
784,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
784,655.00
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)
HC, IN
SCHEDULE 13G
CUSIP No.
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
784,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
784,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
784,655.00
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)
HC, IN
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
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02116
(ii) Auctus Fund Management LLC
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02116
(iii) Alfred Sollami
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02116
(iv) Louis Posner
535 Boylston Street, 3rd Floor, Suite 301
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: 784,655
Auctus Fund Management LLC
Amount beneficially owned: 784,655
Alfred Sollami
Amount beneficially owned: 784,655
Louis Posner
Amount beneficially owned: 784,655
(b)
Percent of class:
This amount comprises beneficial ownership of 784,655 shares of Common Stock which consists of (i) 435,035 shares of Common Stock and (ii) 349,620 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) 7,504,780 shares of Common Stock outstanding as of May 13, 2025 as represented in the 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on May 14, 2025, plus (ii) 349,620 shares of Common Stock issuable upon the exercise of the Warrants. The foregoing excludes 2,045,870 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. The foregoing also excludes 1,398,158 shares of Common Stock issuable upon the conversion of Series B Preferred Stock because the securities contain a blocker . Without such blocker provisions, the Fund may have been deemed to have beneficial ownership of 4,228,683 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: 784,655
Auctus Fund Management LLC
Shared power to vote or to direct the vote: 784,655
Alfred Sollami
Shared power to vote or to direct the vote: 784,655
Louis Posner
Shared power to vote or to direct the vote: 784,655
(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: 784,655
Auctus Fund Management LLC
Shared power to dispose or to direct the disposition of: 784,655
Alfred Sollami
Shared power to dispose or to direct the disposition of: 784,655
Louis Posner
Shared power to dispose or to direct the disposition of: 784,655
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
What stake did Auctus Fund report in BioRestorative Therapies (BRTX)?
Auctus Fund and affiliated filers reported beneficial ownership of 784,655 shares, representing approximately 9.9% of BRTX common stock.
How is the 9.9% position composed in the BRTX filing?
The position comprises 435,035 issued shares and 349,620 shares issuable upon exercise of warrants held by the Fund.
Are there any securities excluded from the reported beneficial ownership for BRTX?
Yes. The filing excludes 2,045,870 warrants and 1,398,158 shares issuable upon conversion of Series B preferred stock due to blocker provisions.
Does the Schedule 13G filing indicate active control or passive intent for BRTX?
The filing was submitted on Schedule 13G and includes language disclaiming beneficial ownership under Rule 13d-4, indicating the filers state a passive investment intent rather than an intent to change or influence control.
Who are the named reporting persons in the BRTX filing?
The reporting persons are Auctus Fund, LLC, Auctus Fund Management LLC, and individuals Alfred Sollami and Louis Posner.
