Current Report Filing (8-k)
March 05 2020 - 8:54AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 28, 2020
BRAIN
SCIENTIFIC INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
333-209325
|
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81-0876714
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(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
205
East 42nd Street, 14th Floor
New
York, New York 10017
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (646) 388-3788
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
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|
Name
of each exchange on which registered
|
Not
applicable
|
|
Not
applicable
|
|
Not
applicable
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item
1.01
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Entry Into A
Material Agreement.
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The
information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
|
On
February 28, 2020, Brain Scientific Inc. (the “Company”) entered into allonges (each, an Allonge”) to extend
the maturity date of certain existing Convertible Promissory Notes of the Company (each, a “Note”).
The
Allonge relating to the Note in the principal amount of $130,000, provides for the maturity date thereof to be extended to February
5, 2021, subject to earlier conversion pursuant to the terms of such Note.
The
Allonge relating to the Note in the principal amount of $100,000, provides for the maturity date thereof to be extended to January
18, 2021, subject to earlier conversion pursuant to the terms of such Note.
Other
than as set forth in each Allonge, the terms of the Notes remain the same.
The
foregoing is a brief description of each Allonge and is qualified in its entirety by reference to the full text of each Allonge,
which are included hereto as Exhibit 10.1 and 10.2 and which are incorporated herein by reference.
Item
9.01
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Financial Statements
and Exhibits
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(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date:
March 5, 2020
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BRAIN SCIENTIFIC INC.
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By:
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/s/
Boris Goldstein
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Name:
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Boris Goldstein
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Title:
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Chairman of the Board and Secretary
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2
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