Amendment No. 1 to Schedule 13D
The following constitutes Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Westbury (Bermuda) Ltd. (“Westbury”) and Westbury Trust (“Westbury Trust,” and together with Westbury, the “Reporting Persons”) on June 4, 2015 (“Amendment No. 1”). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. The Reporting Persons previously filed a Schedule 13G on April 27, 2012, filed Amendment No. 1 to Schedule 13G on April 2, 2013, filed Amendment No. 2 to Schedule 13G on February 13, 2014, and filed Amendment No. 3 to Schedule 13G on January 30, 2015. The Reporting Persons filed the Schedule 13D pursuant to Rule 13d-1(f) because, as a result of transactions reported in the Schedule 13D, the Reporting Persons’ beneficial ownership of the Common Stock of BioRestorative Therapies, Inc. (the “Issuer”) exceeded 20% of the outstanding Common Stock of the Issuer.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4. Purpose of Transaction
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
In a letter agreement (the “Letter Agreement”), dated December 7, 2015, by and between the Issuer and Westbury FCR, Inc. (“Westbury FCR”), an affiliate of Westbury, Westbury FRC agreed to extend the maturity of the promissory note, dated October 9, 2015, issued by the Issuer to Westbury FCR in the principal amount of $150,000 from December 9, 2015, to March 9, 2016 (the “Extension of Maturity”). In consideration for the Extension of Maturity, the Issuer agreed that the exercise prices of warrants to purchase an aggregate of 239,182 shares of Common Stock held by Westbury would be reduced to $4 from the previous $15, subject to adjustment as provided for in the respective warrants.
The forgoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional shares of Common Stock or other securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the shares of Common Stock or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Except as set forth herein, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
