ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

BioRestorative Therapies, Inc.

(Name of Issuer)

Common Stock, $.0001 Par Value

(Title of Class of Securities)

090655408

(CUSIP Number)

Lance Alstodt

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)

March 18, 2021

(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
	Lance Alstodt

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
			605,670,653

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			605,670,653

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	605,670,653

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)
	16.8%

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 Delaware 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 of Reporting Person:

Lance Alstodt

(b) Residence or business address:

40 Marcus Drive, Suite One

Melville, New York 11747

(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 March 18, 2021, the Company granted to the Reporting Person a ten year option for the purchase of 1,173,917,974 shares of Common Stock of the Company at an exercise price of $0.0119 per share. The option is exercisable to the extent of (a) 586,958,987 shares effective as of the date of grant, (b) 293,479,494 shares effective as of March 18, 2022 and (c) 293,479,493 shares effective as of March 18, 2023.

Reference is made to the Non-Qualified Stock Option Award Agreement incorporated herein by reference to the Company’s Current Report on Form 8-K for an event dated March 18, 2021 (wherein such document is filed as Exhibit 99.4) 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 605,670,653 shares of Common Stock of the Company (or approximately 16.8% of the outstanding Common Stock of the Company based upon there being 3,016,743,991 shares of Common Stock of the Company outstanding as of March 17, 2021, as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 18, 2021). Of such number, 586,958,987 shares of Common Stock are issuable upon the exercise of options that are exercisable currently.

(b) The Reporting Person has sole voting and dispositive power over the 605,670,653 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, and except that, on March 18, 2021, the Company granted to the Reporting Person 586,958,987 restricted stock units which vest in three equal annual installments commencing one year from the date of grant.

ITEM 6. CONTRACTS, AGREEMENTS, 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)	Non-Qualified Stock Option Award Agreement, dated as of March 18, 2021, between the Company and the Reporting Person (incorporated by reference to the Company’s Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.4)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to myself is true, complete and correct.



Dated: March 19, 2021	By:	/s/ Lance Alstodt
		Lance Alstodt