FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kotob Hassan		 2. Issuer Name and Ticker or Trading Symbol

BRAIN SCIENTIFIC INC. [ BRSF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O BRAIN SCIENTIFIC INC., 6700 PROFESSIONAL PARKWAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/10/2021
(Street)

LAKEWOOD RANCH, FL 34240
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/15/2021 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $0.39 12/10/2021  D (1)    1218248   (2)10/21/2031 Common Stock 1218248  (1)0 D  
Stock Option (right to buy) $0.21 12/10/2021  A (1)  1218248     (3)10/21/2031 Common Stock 1218248  (1)1218248 D  
Explanation of Responses:
(1) The reporting person agreed to an amendment to an outstanding option granted to him on October 21, 2021, which resulted in the deemed disposition of the old option in exchange for a new option having a lower exercise price.
(2) The shares underlying this option vest as to 25% on 4/21/2022, with the remainder vesting in 18 equal monthly installments thereafter, beginning on 5/21/2022 and ending on 10/21/2023.
(3) The shares underlying this option vest in four equal quarterly installments beginning on 3/31/2022 and ending on 12/31/2022.

Remarks:
This amended Form 4 is being filed to add the amendment to the outstanding option as described herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kotob Hassan
C/O BRAIN SCIENTIFIC INC.
6700 PROFESSIONAL PARKWAY
LAKEWOOD RANCH, FL 34240		XXChief Executive Officer
Signatures
/s/ Hassan Kotob2/18/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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