NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS
Brain
Scientific Inc. (the “Company”), was incorporated under the laws of the state of Nevada on November 18, 2013 under
the name All Soft Gels Inc. The Company on September 21, 2018 acquired MemoryMD, Inc. (“MemoryMD”), a privately held
Delaware corporation formed in February 2015. Upon completion of the acquisition, MemoryMD is treated as the surviving entity
and accounting acquirer although the Company was the legal acquirer. Accordingly, the Company’s historical financial statements
are those of MemoryMD, the surviving entity and accounting acquirer. MemoryMD is a cloud computing, data analytics and medical
device technology company in the NeuroTech and brain monitoring industries seeking to commercialize its EEG devices and caps.
The Company is headquartered in New York, New York.
Reverse Merger and Corporate Restructure
On
September 21, 2018, the Company entered into a merger agreement (the “Merger Agreement”) with MemoryMD and AFGG Acquisition
Corp. to acquire MemoryMD (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated
on September 21, 2018 and, pursuant to the terms of the Merger Agreement, all outstanding shares of MemoryMD were exchanged for
shares of the Company’s common stock. Accordingly, the Company acquired 100% of MemoryMD in exchange for the issuance of
shares of the Company’s common stock and MemoryMD became the Company’s wholly owned subsidiary. The Company issued
an additional 4,083,252 shares of its common stock upon the automatic conversion at the closing of an aggregate of $1,507,000
principal amount plus accrued interest of outstanding convertible promissory notes issued by MemoryMD, and it further issued an
additional 1,604,378 shares of its common stock upon the automatic conversion immediately subsequent to the closing of an
aggregate of $640,000 principal amount plus accrued interest of outstanding convertible promissory notes issued by MemoryMD. Furthermore,
as of the closing, Mr. Amer Samad, the sole director and executive officer until the consummation of the Acquisition, committed
to tender for cancellation 6,495,000 shares of the Company’s common stock as part of the conditions to closing, of which
6,375,000 have been cancelled at December 31, 2018 and 120,000 are expected to be cancelled as soon as practicable. Total shares
issued as a result of the Acquisition was 13,421,752.
The
Acquisition has been accounted for as a reverse recapitalization of Brain Scientific by MemoryMD, but in substance as a capital
transaction, rather than a business combination since Brain Scientific had nominal or no operations and assets prior to and as
of the closing of the Acquisition. The transaction is deemed a reverse recapitalization and the accounting is similar to that
resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. For accounting purposes,
MemoryMD is treated as the surviving entity and accounting acquirer although Brain Scientific was the legal acquirer. Accordingly,
the Company’s historical financial statements are those of MemoryMD.
All
references to common stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization
as if the transaction had taken place as of the beginning of the earliest period presented.
Assignment
and Assumption Agreement
As
of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with Chromium
24 LLC, pursuant to which Chromium 24 LLC assumed all of the Company’s remaining assets and liabilities through the closing
of the Acquisition. Accordingly, as of the closing of the Acquisition, Brain Scientific had no assets or liabilities other than
the shares of MemoryMD acquired in the Acquisition.
Name
Change and Increase in Authorized Shares
On
September 18, 2018, the Company filed an amendment to its certificate of incorporation with the Nevada Secretary of State to change
its name to Brain Scientific Inc. On September 18, 2018, FINRA approved of the name change as well as a ticker symbol change,
which was effective as of September 19, 2018. In addition, the Company increased its authorized shares of common stock from 50,000,000
to 200,000,000 and created and authorized 10,000,000 shares of undesignated preferred stock.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
Unaudited
Interim Financial Information
The
Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities
and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited
and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary
for a fair presentation of its balance sheets, operating results, and cash flows for the periods presented. Operating results
for the periods presented are not necessarily indicative of the results that may be expected for 2019. Certain information
and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of
the SEC. These consolidated financial statements should be read in conjunction with the audited financial statements and accompanying
notes.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying consolidated financial statements have been prepared in accordance with GAAP.
Principles
of Consolidation
The
Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”).
The
consolidated financial statements include the accounts of the Company and its subsidiaries, MemoryMD and MemoryMD - Russia. The
operations of the newly formed 100% wholly owned subsidiary, MemoryMD – Russia, are included beginning April 1, 2019. All
significant consolidated transactions and balances have been eliminated in consolidation.
Reclassifications
to Prior Period Financial Statements and Adjustments
Certain
reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year
presentation. $11,000 and $30,000 in professional fees in the three and nine months ended September 30, 2019, respectively, were
reclassified from general and administrative expenses to professional fees. These reclassifications have no impact on previously
reported net income.
Use
of Estimates
The
preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options
and warrants.
Cash
and Cash Equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
At September 30, 2019 and December 31, 2018, the Company had no cash equivalents.
The
Company’s cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance
Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has
not experienced any losses in such accounts with these financial institutions. As of September 30, 2019 and December 31, 2018,
the Company had $0 and $0, respectively, in excess over the FDIC insurance limit.
Inventory
Inventory
consists of finished goods that are valued at lower of cost or market. As of September 30, 2019 and December 31, 2018, the
Company had inventory totaling $0 and $0, respectively.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
Property,
Equipment and Depreciation
Property
and equipment are recorded at cost, less depreciation. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Expenditures for repair and maintenance are charged to operations as incurred. Property and equipment
consisted of computer equipment, with an estimated useful life of three years. Depreciation expense was $985 and $488 for the
nine months ended September 30, 2019 and 2018, respectively.
Convertible
Notes Payable
The
Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued
interest automatically convert into common shares at a fixed price which may be at a discount to the common stock at the time
of conversion. The conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert
until the contingent future event has occurred.
Revenue
Recognition
On
January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to
recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation
in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized,
generally upon delivery of the product. There has been no material effect on the Company’s financial statements as a result
of adopting Topic 606.
The
Company recognizes revenue from the sale of its NeuroCaps, Universal Cables, electrodes and its proprietary software connected
to its cloud-based computing system that that can assist in diagnosis by assessing pathology, abnormalities, and other factors.
Research
and Development Costs
The
Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection
with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products,
regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research
and development of the cloud infrastructure, data imaging, and proprietary products and technology. Research and development costs
recognized in the statement of operations for the nine months ended September 30, 2019 and 2018 were $91,911 and $119,328, respectively.
Sales
and Marketing
Advertising
and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the
nine months ended September 30, 2019 and 2018 were $81,468 and $69,268, respectively.
Stock-based
Compensation
The
Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period.
The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants.
Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor.
The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by
our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited
to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.
Basic
and Diluted Net Loss Per Common Share
Basic
net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the
period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares
outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities
consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and
convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.
As a result, the basic and diluted per share amounts for all periods presented are identical. In the nine months ended September
30, 2019, 1,402,250 anti-dilutive securities were excluded from the computation.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
Fair
Value of Financial Instruments
The
Company’s financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants
would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining
fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers
assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions,
and risk of nonperformance.
Fair
value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are
grouped based upon significant inputs as follows:
|
●
|
Level
1 - Quoted prices in active markets for identical assets or liabilities.
|
|
●
|
Level
2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities,
quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable
or can be corroborated by observable market data.
|
|
●
|
Level
3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant
unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based
upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination
for Level 3 financial instruments may consider some observable market inputs.
|
The
lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying
values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others
approximate fair value due to the short-term nature of these items.
The
Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of September 30, 2019 and December 31, 2018.
Income
Taxes
The
Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, “Income Taxes”.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets
and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is
recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods.
The
Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions
and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition
and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination
based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet
the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being
realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position
in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority.
The Company will recognize interest and penalties related to tax positions in income tax expense. As of September 30, 2019 and
December 31, 2018, the Company had no unrecognized uncertain income tax positions.
On
December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted
and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from
34% to 21% for years beginning after December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”)
was issued and allows a company to recognize provisional amounts when it does not have the necessary information available, prepared
or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides
for a measurement of up to one year from the date of enactment.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
Recent
Issued Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other
standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does
not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s
financial position or results of operations upon adoption.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance
sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged.
Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019
using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without
adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following
accounting policies related to this standard update:
|
●
|
The
option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs
for leases that commenced prior to January 1, 2019.
|
|
●
|
Short-term
lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term
of 12 months or less.
|
|
●
|
The
option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles
and work equipment.
|
|
●
|
The
package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts
are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing
initial direct costs for any existing leases.
|
The
Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other
contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded
lease as defined under the new guidance. The Company’s lease population comprises lease for corporate office space and a
warehouse that are year-to-year basis with monthly rent ranging from approximately $200 to $3,200 and qualify under the practical
expedient of short-term leases. The Company does not have exclusive rights of control to any assets in the customer and vendor
contracts reviews and does not have any financing leases as of the date of adoption of ASC 842.
As
a result of the above, the adoption of ASC 842 did not have a material effect on the consolidated financial statements. The Company
will review for the existence of embedded leases in future agreements
In
June 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve
financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel,
suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes
share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services.
Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard
will be effective for financial statements issued by public companies for the annual and interim periods beginning after December
15, 2018. Early adoption of the standard is permitted. The adoption of this ASU did not have a material effect on the Company’s
consolidated financial statements.
NOTE
3 – GOING CONCERN
The
accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company
as a going concern for a period of one year from the issuance of these financial statements. For the nine months ended September
30, 2019, the Company had $236,785 in revenues, a net loss of $866,554 and had net cash used in operations of $767,211. Additionally,
as of September 30, 2019, the Company had working capital deficit, stockholders’ deficit and accumulated deficit of $907,940,
$907,337 and $3,534,766 respectively. It is management’s opinion that these conditions raise substantial doubt about the
Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial
statements.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
The
financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.
Successful
completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon
future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s
patent applications and ultimately achieving a level of sales adequate to support the Company’s cost structure. However,
there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales
level.
NOTE
4 – CONVERTIBLE NOTES PAYABLE
In
January 2019, the Company commenced an offering of up to $500,000 pursuant to which the Company will issue convertible notes to
investors. On January 18, 2019, February 5, 2019 and July 23, 2019, the Company issued three such convertible notes payable to
three investors for $100,000, $130,000 and $150,000, respectively. The notes bear interest at a fixed rate of 10% per annum, computed
based on a 360-day year and mature on the earlier of one year from the date of issuance or the consummation of an equity or equity-linked
round of financing of the Company in excess of $1,000,000 (“Qualified Financing”) or other event pursuant to which
conversion shares are to be issued pursuant to the terms of the note.
The
notes are convertible into common stock of the Company following events on the following terms: with no action on the part of
the note holder upon the consummation of a Qualified Financing, the debt will be converted to new round stock based on the product
of the outstanding principal and accrued interest multiplied by 1.35, then divided by the accrual per share price of the new round
common stock. If a change of control occurs or if the Company completes a firmly underwritten public offering of its common stock
prior to the Qualified Financing the notes would, at the election of the holders of a majority of the outstanding principal of
the notes, be either payable on demand as of the closing of such change of control or Initial Public Offering (‘IPO”)
or convertible into shares of common stock immediately prior to such change of control transaction or IPO transaction at a price
per share equal to the lesser of the per share value of the common stock as determined by the Company’s Board of Directors
or the per share consideration to be received by the holders of the common stock in such change of control or IPO transaction.
Based on the terms of the conversion, the holders may receive a discount, and the notes are considered to have a contingent beneficial
conversion feature. If conversion of the debt occurs, the Company will recognize an expense related to the intrinsic value. The
Company recorded $18,545 of accrued interest and has a total outstanding principal balance of $380,000 as of September 30, 2019.
In
the event that the Company consummates a financing prior to the Maturity Date, other than a Qualified Financing, and the economic
terms thereof are more favorable to the investors in such financing than the terms of the note, the note shall automatically be
amended to reflect such more favorable economic terms.
The
Company recorded a total debt discount of $18,400 related to the above convertible notes. Amortization of the debt discount is
recorded as interest expense and a total of $6,058 was amortized during the nine months ended September 30, 2019.
NOTE
5 – OTHER LIABILITIES
In
2016, the Company recorded a liability in connection with the sale of two Electroencephalograms (“EEG”) machines as
it provided a guarantee to the customer’s financing company (See Note 2). In June 2017, the customer defaulted on its payments
and an additional $19,107 was booked as a liability and recognized as a loss on the sale of the assets for interest and some taxes
related to the transaction. As of September, 30, 2019 and December 31, 2018, total liability to the financing company reflected
in Other Liabilities is $8,058 and $12,549, respectively.
Future
minimum commitments related to the EEG liability consisted of the following at September 30, 2019:
Years ended December 31,
|
|
Amount (USD)
|
|
Remainder 2019
|
|
|
1,500
|
|
2020
|
|
|
6,558
|
|
Total
|
|
$
|
8,058
|
|
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
NOTE
6 – RELATED PARTY TRANSACTIONS
During
the year ended December 31, 2018, an entity controlled by Mr. Vadim Sakharov, former CEO of the Company and current director and
executive officer, provided a $50,000 non-interest-bearing, no-term loan to the Company. As of September 30, 2019, and December
31, 2018, the balance was $50,000 and $50,000, respectively.
During
the nine months ended September 30, 2019 and 2018, the Company had expenses related to consulting fees of $0 and $67,877, respectively,
to Mr. Sakharov.
During
the nine months ended September 30, 2019 and 2018, the Company had expenses related to research and development costs of $43,235
and $0, respectively, to an entity controlled by Mr. Sakharov.
In
April 2019 and September 2019, an affiliate of Boris Goldstein, the Company’s Chairman of the Board, provided $25,000 and
$15,000, respectively, in a non-interest-bearing, no-term loan to the Company. As of September, 30, 2019, the balance was $40,000.
On
September 1, 2018, the Company entered into a sublease agreement with a company controlled by the Company’s Chairman, whereby
the Company makes payments to the related party for shared office space. This lease was terminated on March 31, 2019. For the
nine months ended September 30, 2019, the Company has made approximately $4,900 in rent payments to the related party.
During
the nine months ended September 30, 2019, an affiliate of Nickolay Kukekov, a director of the Company, provided an aggregate total
of $207,000 in non-interest-bearing, no-term loans to the Company. As of September, 30, 2019, the balance was $207,000.
During
the nine months ended September 30, 2019 and 2018, the Company had expenses related to marketing and sales costs of $0 and $15,000,
respectively, to entities controlled by the Company’s Chairman.
NOTE
7 – STOCKHOLDERS’ DEFICIT
Preferred
Stock
The
Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of September 30, 2019, no
preferred shares have been issued and these shares are considered blank check preferred shares with no terms, limitations, or
rights associated with them.
Common
Stock
The
Company has authorized 200,000,000 shares of common stock with a $0.001 par value per share. The holders of common stock are entitled
to one vote for each share of common stock held at the time of vote. As of September 30, 2019, the Company had 19,250,626 shares
outstanding or deemed outstanding.
Shares
Issued for Services
On
August 8, 2018, the Company entered into a one-year agreement with an advisor for consulting services. Pursuant to the agreement,
as amended, the Company has the right to pay $5,000 or issue the advisor a maximum of 6,667 shares of common stock on a quarterly
basis, beginning the quarter ended December 31, 2018. The Company elected to issue 20,001 shares for the services provided during
the nine months ended September 30, 2019 at a value of $0.04 per share or $840.
On
August 28, 2018, the Company entered into a one-year agreement with an advisor for consulting services. Pursuant to the agreement,
as amended, the Company has the right to pay $5,000 or issue the advisor a maximum of 6,667 shares of common stock on a quarterly
basis, beginning the quarter ended December 31, 2018. The Company elected to issue 20,001 shares for the services provided during
the nine months ended September 30, 2019 at a value of $0.04 per share or $840.
On
September 1, 2019, the Company entered into a four-month agreement with an advisor for consulting services. Pursuant to the agreement,
the Company shall pay the advisor 5,000 shares of common stock a month. As of September 30, 2019, the Company has issued 5,000
shares for services provided by the advisor at a value of $0.04 per share or $200.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
Warrants
The
following table summarized the warrant activity for the nine months ended September 30, 2019:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
Warrants
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
Balance Outstanding, December 31, 2018
|
|
|
402,250
|
|
|
$
|
0.40
|
|
|
|
4.72
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance Outstanding, September 30, 2019
|
|
|
402,250
|
|
|
$
|
0.40
|
|
|
|
3.98
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, September 30, 2019
|
|
|
402,250
|
|
|
$
|
0.40
|
|
|
|
3.98
|
|
|
$
|
-
|
|
Options
On
January 14, 2019, the Board of Directors approved the issuance of options to purchase an aggregate of 800,000 and 200,000 share
of common stock to Boris Goldstein and Vadim Sakharov, respectively. The options have an exercise price of $0.75 per share which
will vest over a 24-month period as follows: 25% (or 200,000 and 50,000, respectively) shall vest six months after the grant date
with the remaining options will vest on a monthly basis at a rate of 1/24th per month. The options will expire on January
14, 2029. The aggregate fair value of $17,111 was calculated using the Black-Scholes pricing model with the following assumptions:
(i) expected life 10 years, (ii) volatility of 77%, (iii) risk free rate of 2.71% (iv) dividend rate of zero, (v) stock price
of $0.042, and (vi) exercise price of $0.75. The expense will be amortized over the vesting period and a total of $8,819 was recorded
during the nine months ended September 30, 2019.
On
January 25, 2019, the Company appointed Jesse W. Crowne as the Company’s new Chief Executive Officer. In connection with
this appointment, the Company and Mr. Crowne entered into an employment agreement effective as of January 25, 2019. As part of
his compensation, Mr. Crowne received options to purchase 800,000 shares of the Company’s common stock at an exercise price
of $0.75 per share, of which 200,000 vest on the one year anniversary of the date of grant and the remaining 600,000 shares vest
ratably on a quarterly basis over the following two years. The options will expire January 25, 2029. Under certain circumstances,
the Company would be obligated to grant options to purchase an additional 200,000 shares at substantially similar terms. The fair
value of $13,714 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 10 years,
(ii) volatility of 77%, (iii) risk free rate of 2.76% (iv) dividend rate of zero, (v) stock price of $0.042, and (vi) exercise
price of $0.75. On May 31, 2019, Mr. Crowne resigned as Chief Executive Officer, but remains as a director on the Company’s
Board. As a result of his resignation, his options were cancelled. The fair value of the stock option expense was amortized over
the vesting period and a total of $2,366 was recorded through May 31, 2019.
The
following table summarized the option activity for the nine months ended September 30, 2019:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
Options
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
Balance Outstanding, December 31, 2018
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
1,800,000
|
|
|
|
0.75
|
|
|
|
10
|
|
|
|
-
|
|
Forfeited
|
|
|
(800,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance Outstanding, September 30, 2019
|
|
|
1,000,000
|
|
|
$
|
0.75
|
|
|
|
9.30
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, September 30, 2019
|
|
|
375,000
|
|
|
$
|
0.75
|
|
|
|
9.30
|
|
|
$
|
-
|
|
For
future periods, the remaining value of the stock options totaling approximately $5,927 will be amortized into the statement of
operations consistent with the period for which the services will be rendered.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
NOTE
8 – COMMITMENTS AND CONTINGENCIES
Financial
Advisory Agreement
On
February 1, 2017, the Company entered into a one-year agreement with a third party to act as the Company’s exclusive financial
advisor (the “Financial Advisor”). In consideration for services, the Company will pay a cash fee equal to 8% of the
total amount of capital received by the Company from institutions and 10% of the total amount of capital received by the Company
from retail. With the exception of the Bridge Private Placement Transaction, the Company will also pay a cash amount, representing
a non-accountable expense allowance payable immediately upon closing of a financing equal to 3% of the aggregate gross proceeds
raised in the transactions from retail. In addition to the cash consideration, the Company will also issue warrants to purchase
common stock to the Financial Advisor in an amount equal to 10% of the number of shares of common stock purchased by the investors
and that the investors obtain a right to acquire through purchase, conversion or exercise of convertible securities issued by
the Company. Those warrants will be immediately exercisable at the price per share at which the investor can acquire the common
stock. On February 5, 2018, the agreement was amended to extend the exclusivity period another 12 months through February 1, 2019,
all other terms and conditions of the agreement remained the same.
Operating
Leases
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance
sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged.
Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019
using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without
adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following
accounting policies related to this standard update:
|
●
|
The
option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs
for leases that commenced prior to January 1, 2019.
|
|
●
|
Short-term
lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term
of 12 months or less.
|
|
●
|
The
option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles
and work equipment.
|
|
●
|
The
package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts
are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing
initial direct costs for any existing leases.
|
As
a result of the above, the adoption of ASC 842 did not have a material effect on the consolidated financial statements. The Company
will review for the existence of embedded leases in future agreements.
The
Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other
contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded
lease as defined under the new guidance. The Company’s lease population comprises lease for corporate office space and a
warehouse that are year-to-year basis with monthly rent ranging from approximately $200 to $3,200 and qualify under the practical
expedient of short-term leases. The Company does not have exclusive rights of control to any assets in the customer and vendor
contracts reviews and does not have any financing leases as of the date of adoption of ASC 842.
The
Company conducts its U.S. operations from one office located in New York, NY. Beginning September 1, 2018, the Company entered
into a six-month agreement from September 1, 2018 through February 28, 2019 at $1,598 per month. The Company continues to rent
this location on a month to month basis at a rate of $1,700 per month. In March 2019, the Company rented an additional office
at this location at a rate of $1,700 per month, which was terminated on June 30, 2019.
Beginning
September 1, 2018, the Company entered into a one-year lease agreement with a related party (see Note 5). The Company is paying
the related party one half of the $3,000 monthly rent or $1,500 per month, plus expenses. This lease was terminated on March 31,
2019.
Beginning
January 2, 2019, the Company entered into a 12-month lease agreement ending December 31, 2019, with a third party in Russia. The
Company is paying rent at a rate of 17,200 Rubles ($272) per month.
BRAIN SCIENTIFIC INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2019
(unaudited)
Beginning
June 1, 2019, the Company entered into a 10-month lease agreement ending March 31, 2020 with a third party in Russia. The Company
is paying rent at a rate of 12,000 Rubles ($190) per month.
Additionally,
the Company also rents a warehouse. Beginning December 1, 2018, the Company entered into a 6-month warehouse rental agreement
for $2,980 per month. The lease was renewed on June 1, 2019 for an additional year ending May 31, 2020, for $3,171 per month.
Total
rent expense for the nine months ended September 30, 2019 and 2018 was $64,768 and $44,477 respectively.
Equity
Incentive Plan
As
of September 21, 2018, the Company’s board of directors adopted, and stockholders approved the 2018 Equity Incentive Plan
(“the 2018 Plan”). The 2018 Plan has a 10-year term, which terminates on the day prior to the 10th anniversary
of its adoption by the Board. Under the 2018 Plan, the Company may grant equity-based incentive awards, including options, restricted
stock, and other stock-based awards, to any directors, employees, advisers, and consultants that provide services to the Company.
The vesting period, term and exercise price will be determined at the time of the grant. An aggregate of up to 3,500,000 of the
Company’s common stock are reserved for issuance under the 2018 Plan. As of September 30, 2019, the Company has granted
1,800,000 options and has 1,000,000 options outstanding under the 2018 Plan (see Note 7).
NOTE
9 – SUBSEQUENT EVENTS
In
accordance with ASC 855 “Subsequent Events,” Company management reviewed all material events through the date this
report was issued, and the following subsequent events took place.
Issuance
of a Non-Convertible Promissory Note
On
October 23, 2019, an investor (the “Lender”) of the Company subscribed for a non-convertible promissory note (the
“Note”) and loaned to the Company $50,000 (the “Loan”).
The
Note bears interest at a fixed rate of 14% per annum, computed based on a 360-day year of twelve 30-day months, which interest
will be payable quarterly until the Maturity Date. The principal amount and any accrued and unpaid interest due under the Note
is payable on October 21, 2020 (the “Maturity Date”).
The
Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal
amount of, and all accrued and unpaid interest on, its Note.
Consulting
Agreements
On
October 1, 2019, the Company entered into a three-month agreement with an advisor for consulting services. Pursuant to the agreement,
the Company shall pay the advisor 4,000 shares of common stock a month.
On
October 7, 2019, the Company entered into a three-month agreement with an advisor for consulting services. Pursuant to the agreement,
the Company shall pay the advisor 7,500 shares of common stock a month.