Current Report Filing (8-k)
August 13 2021 - 5:07PM
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 9, 2021
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)
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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):
☐
|
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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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.
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 9, 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:
August 13, 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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2
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