UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| BioRestorative Therapies, Inc. |
| (Name of Issuer) |
| Common Stock, $.0001 Par Value |
| (Title of Class of Securities) |
| 090655606 |
| (CUSIP Number) |
Francisco Silva 40 Marcus Drive Suite One Melville, New York 11747 (631) 760-8100 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| February 13, 2024 |
| (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 ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| 1 | NAMES OF REPORTING PERSONS | ||||
| Francisco Silva | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 764,557 | |||||
| 8 | SHARED VOTING POWER | ||||
| 0 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 764,557 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 764,557 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 10.7% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.0001 per share (the "Common Stock"), of BioRestorative Therapies, Inc., a Nevada corporation (the "Company"). The address of the principal executive offices of the Company is 40 Marcus Drive, Suite One, Melville, New York 11747.
Item 2. Identity and Background.
| a. | Name Francisco Silva |
| b. | Residence or Business Address 40 Marcus Drive, Suite One Melville, New York 11747 |
| c. | Occupation The Reporting Person is employed as the Vice President, Research and Development of the Company. |
| d. | Convictions The Reporting Person has not been convicted in a criminal proceeding in the last five years. |
| e. | Civil Judgments 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. | Citizenship The Reporting Person is a citizen of the United States of America. |
N/A
Item 4. Purpose of Transaction.
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 764,557 shares of Common Stock of the Company (or approximately 10.7% of the outstanding Common Stock of the Company based upon there being 6,556,917 shares of Common Stock of the Company outstanding as of February 13, 2024, based upon the number of shares of Common Stock outstanding as of November 10, 2023, as set forth in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission on November 13, 2023, and the number of shares of Common Stock issued pursuant to the transaction discussed in the Company's Current Report on Form 8-K for an event dated February 6, 2024, filed with the Securities and Exchange Commission on February 8, 2024).�� Of such number, 587,777 shares of Common Stock are issuable upon the exercise of options that are exercisable currently or within 60 days and 12,136 shares of Common Stock are held by the Reporting Person in a retirement trust. |
| b. | The Reporting Person has sole voting and dispositive power over the 764,557 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.
Item 7. Material to Be Filed as Exhibits.
(1) Incentive Stock Option Award Agreement, dated as of February 13, 2024, 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.
Dated: February 14, 2024
| /s/ Francisco Silva | ||
| Francisco Silva | ||