Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 16 2020 - 2:23PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check
one):
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☐ Form 10-K ☐
Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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For
Period Ended: September 30, 2020
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☐
Transition Report on Form 10-K
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☐
Transition Report on Form 20-F
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☐
Transition Report on Form 11-K
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☐
Transition Report on Form 10-Q
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☐
Transition Report on Form N-SAR
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For
the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
BRAIN
SCIENTIFIC INC.
Full
Name of Registrant
Former
Name if Applicable
125
Wilbur Place, Suite 170
Address
of Principal Executive Office (Street and Number)
Bohemia,
NY 11716
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
☒
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could
not be filed within the prescribed time period.
The Registrant has been unable, without
unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2020. The Registrant expects to file the Quarterly Report
no later than the fifth calendar day following the prescribed filing date.
SEC
1344 (04-09)
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Persons
who are to 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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(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Boris Goldstein
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(917)
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388-1578
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify report(s).
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Yes
☒ No ☐
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
☒ No ☐
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
The
Registrant anticipates that there will be significant changes in the results of operations from the corresponding period
for the last fiscal year. Research and development, professional fees, sales and marketing expenses, and general and administrative
expenses have all increased substantially during the three and nine month periods ended September 30, 2020 compared to
the corresponding periods in 2019, primarily relating to the Company’s increased activities to bring its products
to market and additional fund-raising expenses. Such amounts are still being determined. Additionally, interest expense
increased to in excess of $1.3 million during the three months ended September 30, 2020 when compared to approximately
$14,000 during the corresponding period in 2019. The net loss increased to approximately $4.0 million for the nine months
ended September 30, 2020, compared to approximately $1.0 million for the nine months ended September 30, 2019.
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BRAIN
SCIENTIFIC INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 16, 2020
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By:
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/s/ Boris Goldstein
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Boris Goldstein
Chairman, Secretary and
Executive VP
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3
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