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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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BioRestorative Therapies, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
090655606 (CUSIP Number) |
Fred Skolnik, Esq. 90 Merrick Avenue, 9th Floor East Meadow, NY, 11554 516-296-7048 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 090655606 |
| 1 |
Name of reporting person
Silva, Francisco | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,196,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
BioRestorative Therapies, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
40 Marcus Drive, Suite One, Melville,
NEW YORK
, 11747. |
| Item 2. | Identity and Background |
| (a) | Francisco Silva |
| (b) | 40 Marcus Drive, Suite One, Melville, New York 11747 |
| (c) | The Reporting Person is employed as Vice President, Research and Development. |
| (d) | The Reporting Person has not been convicted in a criminal proceeding in the last five years. |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
N/A | |
| Item 4. | Purpose of Transaction |
On February 14, 2025, the Company granted to the Reporting Person a ten year option for the purchase of 768,979 shares of Common Stock of the Company at an exercise price of $2.46 per share. The option is exercisable to the extent of (a) 384,490 shares effective as of the date of grant, and (b) 384,489 shares in eight nearly equal quarterly installments commencing one year from the date of grant.
Reference is made to the Incentive Stock Option Award Agreement attached hereto as Exhibit (1) for a complete description of the option granted to the Reporting Person. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Reporting Person is the beneficial owner of 1,196,819 shares of Common Stock of the Company (or approximately 15.1% of the outstanding Common Stock of the Company based upon there being 6,919,919 shares of Common Stock of the Company outstanding as of February 14, 2025, based upon the number of shares of Common Stock outstanding as of November 12, 2024, as set forth in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 12, 2024). Of such number, 1,028,924 shares of Common Stock are issuable upon the exercise of options that are exercisable currently or within 60 days. |
| (b) | The Reporting Person has sole voting and dispositive power over the 1,196,819 shares beneficially owned. |
| (c) | During the past 60 days, the Reporting Person has not effected any transactions in the Common Stock of the Company, except as reported in Item 4 hereof. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See Item 5 hereof with respect to options held by the Reporting Person. | |
| Item 7. | Material to be Filed as Exhibits. |
(1) Incentive Stock Option Award Agreement, dated as of February 14, 2025, between the Company and the Reporting Person. |
| 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.
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