Statement of Ownership (sc 13g)
February 23 2021 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.
___)*
Brain
Scientific Inc.
|
(Name
of Issuer)
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
10488W109
|
(CUSIP
Number)
|
October
15, 2020
|
(Date
of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X_] Rule 13d-1(d)
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
1
|
Names
of Reporting Persons: Andrew M. Brown
|
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) [
]
(b) [ ]
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
USA
|
Number
of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole
Voting Power
|
1,785,073
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
1,785,073
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,785,073
shares
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
[
]
|
11
|
Percent
of class represented by amount in row (9)
|
9.02%
|
12
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
(a) Name
of Issuer: Brain Scientific Inc.
(b) Address
of Issuer’s Principal Executive Offices: 125 Wilbur Place, Suite 170, Bohemia, NY 11716
|
(a)
|
Name
of Person Filing: Andrew M. Brown
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence: 235 South Harrison Street, #100,
East Orange, New Jersey 07018
|
|
(c)
|
Citizenship: United
States
|
|
(d)
|
Title
and Class of Securities: Common Stock, $0.001 par value
|
|
Item 3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(a)
|
[_] Broker
or dealer registered under Section 15 of the Act;
|
|
(b)
|
[_] Bank
as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
[_] Insurance
company as defined in Section 3(a)(19) of the Act;
|
|
(d)
|
[_] Investment
company registered under Section 8 of the Investment Company Act of 1940;
|
|
(e)
|
[_] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
[_] An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[_] A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_] A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
|
(i)
|
[_] A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
[_] A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
[_] Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
|
|
(a)
|
Amount
Beneficially Owned: 1,785,073 shares; includes
136,010 shares issuable upon conversion of Convertible Grid Promissory Note dated April
21 2020.
|
|
(b)
|
Percent
of Class: 9.02%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 1,785,073 shares
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 1,785,073
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
Item 6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
0
|
|
Item 7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person. Not Applicable
|
|
Item 8.
|
Identification
and classification of members of the group. Not Applicable
|
|
Item 9.
|
Notice
of Dissolution of Group. Not Applicable
|
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February
14, 2021
/s/Andrew M. Brown
Name/Title: Andrew M. Brown
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing
person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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