Securities Registration Statement (s-1/a)
July 16 2020 - 4:50PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY
16, 2020
REGISTRATION NO. 333-236152
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No.
3)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BRAIN SCIENTIFIC INC.
(Exact name of registrant
as specified in its charter)
Nevada
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3841
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81-0876714
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(State or jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification No.)
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67-35 St., B520
Brooklyn, New York 11232
(917) 388-1578
(Address, including zip
code, and telephone number, including area code, of principal executive offices)
Boris Goldstein
67-35 St., B520
Brooklyn, New York 11232
(917) 388-1578
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Arthur S. Marcus, Esq.
Sichenzia Ross Ference
LLP
1185 Avenue of the Americas,
37th Floor
New York, New York 10036
Phone: (212) 930-9700
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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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. ☒
(COVER CONTINUES ON FOLLOWING PAGE)
Explanatory Note
Brain Scientific Inc. (the “Registrant”) is filing this
amendment #3 (the “Amendment”) to its Registration statement on Form S-1 Registration Statement No. 333-236152
(the “Registration Statement”) to re-file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page,
this Explanatory Note, , the signature page, the Exhibit Index and Exhibit 5.1. The remainder of the Registration Statement is
unchanged and therefore has not been included in the Amendment.
Item 16. Exhibits.
Exhibit Number
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Description
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2.1
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Agreement
and Plan of Merger and Reorganization by and among Brain Scientific Inc., ASGI Acquisition Company and Memory MD, Inc. dated
as of September 21, 2018 (Incorporated by reference to Form 8-K filed on September 27, 2018)
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3.1
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Amended
and Restated Certificate of Incorporation of Brain Scientific Inc. (Incorporated by reference to Form 8-K filed on September
24, 2018)
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3.2
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Amended
and Restated By-Laws of Brain Scientific Inc. (Incorporated by reference to Form 8-K filed on September 27, 2018)
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5.1
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Opinion of Sichenzia Ross Ference LLP*
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10.1
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Patent
Assignment and License Back Agreement, dated May 2018, by and among Boris Goldstein, Dmitriy Prilutskiy, Stanislav Zabodaev,
Memory MD, Inc. and (c) Medical Computer Systems Ltd. (Incorporated by Form 8-K filed on September 27, 2018)
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10.2
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Agreement,
dated as of September 21, 2018, between Brain Scientific Inc. and Amer Samad (Incorporated by reference to Form 8-K filed
on September 27, 2018)
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10.3
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Sublease
Agreement dated as of May 9, 2017 by and between Memory MD, Inc. and Nano Graphene Inc. (Incorporated by reference to Form
8-K filed on September 27, 2018)
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10.4
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2018
Equity Incentive Plan (Incorporated by reference to Form 8-K filed on September 27, 2018)
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10.5
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Form
of Stock Option Award Agreement pursuant to 2018 Equity Incentive Plan (Incorporated by reference to Form 8-K filed on September
27, 2018)
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10.6
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Assignment
and Assumption Agreement (Incorporated by reference to Form 8-K filed on September 27, 2018)
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10.7
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Jesse
W. Crowne Employment Agreement (Incorporated by reference to Form 8-K filed on January 30, 2019)
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10.8
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Form
of Subscription Agreement (Incorporated by reference to Form 8-K filed on February 11, 2019)
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10.9
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Form
of Note (Incorporated by reference to Form 8-K filed on February 11, 2019)
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10.10
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Form
of Placement Agent Warrant (incorporated by reference to Form 10-K filed April 1, 2019)
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10.11
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Form
of Subscription Agreement (incorporated by reference to Form 8-K filed October 25, 2019)
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10.12
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Form
of Note (incorporated by reference to Form 8-K filed October 25, 2019)
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10.13
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Allonge
to Convertible Promissory Note dated February 28, 2020 ($130,000 (incorporated by reference to 8-K filed March 5, 2020)
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10.14
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Allonge
to Convertible Promissory Note dated February 28, 2020 ($100,000 (incorporated by reference to 8-K filed March 5, 2020)
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10.15
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Employment
Agreement between the Company and Boris Goldstein (incorporated by reference to 10-K filed March 31, 2020)
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10.16
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Employment
Agreement between the Company and Vadim Sakharov (incorporated by reference to 10-K filed March 31, 2020)
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21.1
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Subsidiaries
(Incorporated by Reference to the Registrant’s Current Report on Form 8-K filed on September 27, 2018)
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23.1
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Consent of Sadler, Gibb & Associates, LLC
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23.2
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Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.1)*
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* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on July 16, 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
Executive Vice President
(Principal Executive Officer)
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Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/
Boris Goldstein
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July
16, 2020
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Boris Goldstein
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Chairman of the
Board and Executive Vice President (Principal Executive Officer)
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/s/
Mark Corrao
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July 16, 2020
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Mark Corrao
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Chief Financial
Officer
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(Principal Financial
and Accounting Officer)
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/s/
Vadim Sakharov
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July 16, 2020
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Vadim Sakharov
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Director, President
and Chief Technology Officer
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/s/
Nickolay Kukekov
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July 16, 2020
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Nickolay Kukekov
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Director
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