Current Report Filing (8-k)
August 11 2020 - 7:30AM
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): August 5, 2020
BRAIN
SCIENTIFIC INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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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)
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(I.R.S.
Employer
Identification
No.)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not
applicable
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Not
applicable
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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. ☒
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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.
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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
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On August 5, 2020, Brain Scientific
Inc. (the “Company”) entered into an Allonge to Convertible Note (the “Allonge”), dated as of August 8,
2020, which amends that certain Convertible Note of the Company in the original principal amount of $275,000 (the “Original
Principal Amount”) dated December 31, 2019, in favor of Vista Capital Investments, LLC (the “Original Note”).
The Allonge amends the Original Note by extending the maturity date thereof from seven months from the date of the loan to ten
months from the date of the loan. The Allonge further provided that the piggyback registration rights set forth in the Original
Note did not apply to the Company’s recently filed Registration Statement on Form S-1.
As consideration for the Allonge, the
Original Principal Amount was increased by ten percent, and the Company agreed to issue 50,000 shares of its common stock to Vista
Capital Investments, LLC (the “Consideration Shares”).
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.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The disclosure set forth above in Item
2.03 of this Current Report on Form 8-K relating to the issuance of the Consideration Shares is incorporated by reference herein.
The Consideration Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, as no general solicitation was used in the offer and sale of such securities.
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: August 11, 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, Secretary and Executive Vice President
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