Current Report Filing (8-k)
July 09 2021 - 2:30PM
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 8, 2021
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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☐
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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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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. ☒
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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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 July 8, 2021, Brain Scientific Inc. (the
“Company”) borrowed $130,000 from Piezo Motion Corp. (the “Loan”), pursuant to a Promissory Note (the “Note”).
The Loan is non-interest bearing and has a maturity date of September 30, 2021. The Note contains customary events of default and is subject
to a default rate of 10%. The Company intends to use the proceeds from the Loan for the Company’s working capital and general corporate
purposes.
The foregoing is a brief description of the
terms of the Note and is qualified in its entirety by reference to the full text of the Note, which is included as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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 9, 2021
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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
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Brain Scientific (CE) (USOTC:BRSF)
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