Current Report Filing (8-k)
November 03 2020 - 5:11PM
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):
October 29, 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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125
Wilbur Place, Suite 170
Bohemia, NY 11716
(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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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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As of October 29, 2020, Brain Scientific
Inc. (the “Company”) entered into an Allonge #2 to Convertible Note (the “Allonge #2”), 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”), as the Original Note was
amended by that Allonge dated August 8, 2020. The Allonge #2 amends the Original Note, as amended, by extending the maturity date
thereof from ten months from the date of the loan to thirteen months from the date of the loan.
As consideration for the Allonge #2,
the Original Principal Amount was increased by an additional 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 #2 and is qualified in its entirety by reference to the full text of the Allonge #2, 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: November 3, 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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