Current Report Filing (8-k)
September 07 2021 - 7:02AM
Edgar (US Regulatory)
0001662382
false
NONE
0001662382
2021-09-01
2021-09-01
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xbrli:shares
iso4217:USD
xbrli:shares
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): September 1, 2021
BRAIN
SCIENTIFIC INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
333-209325
|
|
81-0876714
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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))
|
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
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Not
applicable
|
|
Not
applicable
|
|
Not
applicable
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Item
1.01 Entry Into A Material Agreement.
The
information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
September 1, 2021, Brain Scientific Inc. (the “Company”) borrowed $273,000 from Piezo Motion Corp. (the “Loan”),
pursuant to a Promissory Note (the “Note”). The Loan bears interest at a rate of 10% per annum 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 applied the proceeds
from the Loan towards repayment obligations under certain of its existing indebtedness.
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 Financial Statements and Exhibits.
Exhibit
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Description
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10.1
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Promissory Note
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104
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Cover Page Interactive Data File
(embedded within the Inline XBRL document)
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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:
September 6, 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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