Current Report Filing (8-k)
July 29 2020 - 11:01AM
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): July 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)
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|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
67-35
St., B520
Brooklyn,
New York 11232
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (917) 388-1578
(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
July 28, 2020, Brain Scientific Inc. (the “Company”) entered into an Allonge to Promissory Note (the “Allonge”),
effective as of July 1, 2020, which amends that certain Non-Convertible Promissory Note of the Company in the principal amount
of $20,000 dated February 21, 2020, in favor of ProudLiving, LLC (the “Original Note”). The Allonge amends the Original
Note by extending the maturity date thereof to February 21, 2021.
The
foregoing is a brief description of the terms of the Allonge and is qualified in its entirety by reference to the full text of
the Allonge, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
On
July 29, 2020, the Company’s common stock began trading on the OTCQB marketplace. This represents a change in tiers, as
the Company’s common stock was previously trading on the OTCPink. The trading symbol remains BRSF.
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:
July 29, 2020
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BRAIN
SCIENTIFIC INC.
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|
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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, Secretary and
Executive Vice President
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2
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