Item
1.01 Entry Into A Material Agreement.
Allonge
to Auctus Note
On
August 23, 2021, Brain Scientific Inc. (the “Company”) entered into an Allonge #3 to Promissory Note (the “Allonge
#3”), which amends that certain Promissory Note of the Company (as amended, the “Auctus Note”) in the original principal
amount of $600,000 dated September 22, 2020, in favor of Auctus Fund, LLC. The Allonge #3 amends the Auctus Note by extending the maturity
date of the Auctus Note to October 31, 2021, and further modified the repayment terms of the principal and accrued and unpaid interest
so the Company pays $173,067 on each of August 31, 2021, September 30, 2021 and October 31, 2021.
The
foregoing is a brief description of the terms of the Allonge #3 and is qualified in its entirety by reference to the full text of the
Allonge #3, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Allonges
to Vista Note
On
August 23, 2021, the Company executed an Allonge #5 to Convertible Note dated as of August 4, 2021 (the “Allonge #5”), which
amends that certain Convertible Note of the Company (as amended, the “Vista Note”) in the original principal amount of $275,000
(the “Original Principal Amount”) dated December 31, 2019, in favor of Vista Capital Investments, LLC (“Vista”),
by extending the maturity date to November 1, 2021.
As
consideration for the Allonge #5, the Original Principal Amount as of August 4, 2021 was increased by an additional ten percent and the
Company agreed to issue 50,000 shares of its common stock to Vista (the “Consideration Shares”).
On
August 24, 2021, the Company executed an Allonge #6 to Convertible Note (the “Allonge #6”), which amends the Vista Note,
as amended by Allonge #5, by extending the maturity date to December 31, 2021 and further modified the repayment terms of the principal
and accrued and unpaid interest so the Company pays $100,000 on each of August 31, 2021, September 30, 2021 and October 31, 2021, November
30, 2021 and December 31, 2021.
The
foregoing is a brief description of the terms of the Allonge #5 and the Allonge #6 and is qualified in its entirety by reference to the
full text thereof, which are included as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein
by reference.