BRSF / Brain Scientific Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-56216 BRAIN SCIENTIFIC INC. (Exact name of registrant as specified in its

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 1, 2023 BRAIN SCIENTIFIC INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 31, 2023 BRAIN SCIENTIFIC INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 31, 2023 BRAIN SCIENTIFIC INC.

Description of Registrant Securities

EX-4.4 2 f10k2022ex4-4brainscienti.htm DESCRIPTION OF REGISTRANT SECURITIES Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Set forth below is the description of each class of securities of Brain Scientific Inc. (the “Company”) outstanding as of December 31, 2022. The following description summarizes the most important ter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2022 ☐ Transition Report Pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-209325 BRAIN SCIENTI

Form Debenture (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 20, 2023)

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Form Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 20, 2023)

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 15, 2023 BRAIN SCIENTIFIC INC.

Form Letter Agreement (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 20, 2023)

Exhibit 10.3 Date: By email: Re: Brain Scientific Inc. (“we” or the “Company”): Dear : You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering (the “Private Placement Offering”) whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Origina

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) BRAIN SCIENTIFIC INC.

As filed with the Securities and Exchange Commission on February 14, 2023

As filed with the Securities and Exchange Commission on February 14, 2023 Registration No.

Form of Full Redemption Letter Agreement

Exhibit 10.78 February 13, 2023 Re: Brain Scientific Inc. (“we” or the “Company”): Dear : You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Original Issue Discount Senior Secured

Form of Amendment No. 1 to Common Stock Purchase Warrant

Exhibit 10.81 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) is entered into as of February 13, 2023, by and between Bigger Capital Fund LP (“Purchaser”), and Brain Scientific, Inc., a Nevada corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the War

Form of Redemption Waiver Letter Agreement

Exhibit 10.76 February 13, 2023 Re: Brain Scientific Inc. (“we” or the “Company”): Dear : You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Original Issue Discount Senior Secured

Form of Amendment No. 1 to Securities Purchase Agreement

EX-10.79 6 ea173470ex10-79brainscien.htm FORM OF AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT Exhibit 10.79 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of February 13, 2023, by and between (“Purchaser”), and Brain Scientific Inc., a Nevada corporation (“Company”). Capitalized terms used in this Ame

Form of Letter Agreement

Exhibit 10.82 November , 2022 Re: Brain Scientific Inc. (“we” or the “Company”): Dear : You are being sent this letter (the “Letter Agreement”) as the current holder of warrants (the “Warrants”) issued to you on by Brain Scientific Inc. (the “Company”) entitling you to purchase shares of common stock of the Company. Reference is made to transaction documents entered into by and among the Company a

Form of Reduced Redemption Letter Agreement

Exhibit 10.77 February 13, 2023 By email: Re: Brain Scientific Inc. (“we” or the “Company”): Dear : You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering (the “Private Placement Offering”) whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain

Form of Amendment No. 1 to 10% Original Issue Discount Senior Secured Convertible Debenture

Exhibit 10.80 AMENDMENT NO. 1 TO 10.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE This Amendment No. 1 to 10.0% Original Issue Discount Senior Secured Convertible Debenture (this “Amendment”) is entered into as of February 13, 2023, by and between (“Lender”), and Brain Scientific Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definitio

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) BRAIN SCIENTIFIC INC.

Form of Underwriting Agreement

Exhibit 1.1 BRAIN SCIENTIFIC INC. UNDERWRITING AGREEMENT , 2023 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, NY 10004 Representative of the Underwriters As named on Schedule I hereto Ladies and Gentlemen: The undersigned, Brain Scientific Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwrite

Form of Warrant Agency Agreement

Exhibit 10.69 WARRANT AGENT AGREEMENT This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2023 (the “Issuance Date”) is between Brain Scientific Inc. a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement, dated [●], 2023, by and among the Company, the underwriters named in Sch

Form of Warrant

Exhibit 4.4 FORM OF CERTIFICATED WARRANT COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC. Warrant Shares: [] Initial Exercise Date: February [], 2023 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

As filed with the Securities and Exchange Commission on February 9, 2023

As filed with the Securities and Exchange Commission on February 9, 2023 Registration No.

Form of Pre-Funded Warrant

EX-4.5 4 ea172878ex4-5brainscien.htm FORM OF PRE-FUNDED WARRANT Exhibit 4.5 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC. Warrant Shares: [] Initial Exercise Date: THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [PURCHASER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the c

Form of Representative Warrant

Exhibit 4.6 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) D

Certificate of Amendment to Articles of Incorporation of Brain Scientific Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 6, 2023)

Exhibit 3.1

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2023 BRAIN SCIENTIFIC INC.

As filed with the Securities and Exchange Commission on January 18, 2023

As filed with the Securities and Exchange Commission on January 18, 2023 Registration No.

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) BRAIN SCIENTIFIC, INC.

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 BRAIN SCIEN

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 BRAIN SCIENTIFIC INC. (Exact name of Registrant as specified in its charter) Nevada 000-56216 81-0876714 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2022 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 000-56216 BRAIN

Daniel Cloutier, a Veteran Sales Executive, Joins Brain Scientific as Chief Revenue Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Daniel Cloutier, a Veteran Sales Executive, Joins Brain Scientific as Chief Revenue Officer Company Continues to Build Momentum as it Launches Its Disruptive Technologies in the Marketplace LAKEWOOD RANCH, Fla., Nov 1, 2022 (GLOBE NEWSWIRE) - via InvestorWire - ?? Brain Scientific (OTCQB:BRSF), a Florida-based medical device technology company, announced today th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 1, 2022 BRAIN SCIENTIFIC INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN SCIE

As filed with the Securities and Exchange Commission on August 11, 2022

As filed with the Securities and Exchange Commission on August 11, 2022 Registration No.

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) BRAIN SCIENTIFIC, INC.

BRSF / Brain Scientific, Inc. / MANCHESTER MANAGEMENT CO LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement BRAIN SCIENTIFIC INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14C 1 ea161866-pre14cbrain.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2

Brain Scientific Announces Private Placement of $5.6 Million of Senior Secured Convertible Debentures and Warrants; Converts Approximately $12.9 Million of Existing Debt into Equity

Exhibit 99.1 Brain Scientific Announces Private Placement of $5.6 Million of Senior Secured Convertible Debentures and Warrants; Converts Approximately $12.9 Million of Existing Debt into Equity LAKEWOOD RANCH, Fla., June 15, 2022 (GLOBE NEWSWIRE) ? via InvestorWire ?Brain Scientific (the "Company") (OTCQB: BRSF), a medical technology company with multiple patents and FDA-cleared products, today a

Form Debenture (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 15, 2022)

Exhibit 10.2 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

Form Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on June 15, 2022)

Exhibit 10.3 EXHIBIT D NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 13, 2022 BRAIN SCIENTIFIC INC.

Form Security Agreement (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on June 15, 2022)

Exhibit 10.5 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 10, 2022 (this ?Agreement?), is among BRAIN SCIENTIFIC INC., a Nevada corporation (the ?Company?), PIEZO MOTION CORP., a Delaware corporation (?Piezo?), MEMORY MD, INC., a Delaware corporation (?Memory?, and together with Piezo, the ?Subsidiaries?) (the Company and the Subsidiaries, collectively, the ?Debtor?), the holders o

Form Guarantee (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on June 15, 2022)

Exhibit 10.4 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of June 10, 2022 (this ?Guarantee?), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the ?Guarantors?), in favor of the purchasers signatory (together with their permitted assigns, the ?Purchasers?), to that certain Securities Purchase Agreement, dated as of th

Form Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 15, 2022)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT EXHIBIT LIST A. Form of Debenture B. Form of Security Agreement C. Form of Subsidiary Guarantee D. Form of Warrant E. Form of Lock Up -Insiders F. Purchaser Questionnaire G. Investor Presentation H. Term Sheet I. Risk Factors J. Form of Lock up - Purchasers 2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN SCI

Apr 2022 1 I N V E S T M E N T O V E R V I E W LEGAL D I S C L A I M E R T H I S DO C U M E N T H A S B EE N P R E P A R E D F O R I N F O R M A T I O N AL P U R P O S E S O N L Y . This document contains summary information about Brain Scientific In

Exhibit 99.1 Apr 2022 1 I N V E S T M E N T O V E R V I E W LEGAL D I S C L A I M E R T H I S DO C U M E N T H A S B EE N P R E P A R E D F O R I N F O R M A T I O N AL P U R P O S E S O N L Y . This document contains summary information about Brain Scientific Inc. (?Brain Scientific?). It does not purport to be complete, and no representations or warranties about such information are made by Brai

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 19, 2022 BRAIN SCIENTIFIC INC. (Exact name of registrant as specified in its charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 BRAIN SCIENTIFIC INC. (Exact name of Registrant as specified in its charter) Nevada 333-209325 81-0876714 (State or other jurisdiction of incorporation) (Commission

March 31, 2022 Allonge to Convertible Promissory Note with Vista Capital Investments LLC dated December 31, 2019 (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 6, 2022)

Exhibit 10.1 ALLONGE TO CONVERTIBLE NOTE Allonge #8 (this ?Allonge #8?) to (i) that certain Convertible Note (the ?Convertible Note?) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Vista Capital Investments, LLC, as Holder (the ?Holder?). Capitali

Employment Agreement dated June 20, 2018 between the Registrant and Nicholas Copley (Incorporated by reference to Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022)

Exhibit 10.66

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2021 ☐ Transition Report Pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-209325 BRAIN SCIENTI

Description of Registrant Securities

Exhibit 4.4 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Set forth below is the description of each class of securities of Brain Scientific Inc. (the ?Company?) outstanding as of December 31, 2021. The following description summarizes the most important terms of these securities. This summary does not purport to be complete and is

Employment Agreement dated June 1, 2020 between the Registrant and Mark Broderick (Incorporated by reference to Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022)

Exhibit 10.65

Employment Agreement dated June 1, 2021 between the Registrant and Bonnie-Jeanne Gerety (Incorporated by reference to Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022)

Exhibit 10.64

Form Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022)

Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of , by and between Brain Scientific, Inc., a Nevada corporation with its headquarters located at 6700 Professional Parkway, Lakewood Ranch, FL 34240 (the ?Company?), and the investors from time to time signatory hereto (the ?Purchasers?). WHEREAS, the Company deems it in the best interests o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 10, 2022 BRAIN SCIENTIFIC INC.

Form Convertible Promissory Note (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022)

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES UNDERLYING THIS NOTE, NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION HEREOF OR THER

BRSF / Brain Scientific, Inc. / Caleca Thomas - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga1tcaleca.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Brain Scientific Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 10488W109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this S

BRSF / Brain Scientific, Inc. / BROWN ANDREW M - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Brain Scientific Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 10488W109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2022 BRAIN SCIENTIFIC INC. (Exact name of Registrant as specified in its charter) Nevada 333-209325 81-0876714 (State or other jurisdiction of incorporation) (Commissi

Investment Overview Jan 2022 1 INVESTMENT OVERVIEW LEGAL DISCLAIMER THIS DOCUMENT HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY . This document contains summary information about Brain Scientific Inc. (“Brain Scientific”). It does not purport to

Exhibit 99.1 Investment Overview Jan 2022 1 INVESTMENT OVERVIEW LEGAL DISCLAIMER THIS DOCUMENT HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY . This document contains summary information about Brain Scientific Inc. (?Brain Scientific?). It does not purport to be complete, and no representations or warranties about such information are made by Brain Scientific or its representatives. This docume

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 13, 2022 BRAIN SCIENTIFIC INC. (Exact name of registrant as specified in its charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 21, 2021 BRAIN SCIENTIFIC INC.

Form Convertible Promissory Note (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2021)

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES UNDERLYING THIS NOTE, NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION HEREOF OR THER

Form Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2021)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of , 2021, by and between Brain Scientific, Inc., a Nevada corporation with its headquarters located at 125 Wilbur Place, Suite 170, Bohemia, NY 11716 (the ?Company?), and the investors from time to time signatory hereto (the ?Purchasers?). WHEREAS, the Company deems it in the best interests

Form Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 28, 2021)

Exhibit 10.3 receiNEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 11, 2021, Brain Scientific Inc. (the ?Company?) entered into an Agreement and Plan of Merger and Reorganization (the ?Merger Agreement?) with Piezo Motion Corp., a Delaware corporation (?Piezo?), and BRSF Acquisition Inc., a Delaware corporation and wholly owned subsidiary of the Company (?Merger Sub?). Pursuant to t

DTI Motion Corp. AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 Consolidated Financial Statements DTI Motion Corp. and Subsidiary

Exhibit 99.1 DTI Motion Corp. AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 Consolidated Financial Statements DTI Motion Corp. and Subsidiary Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2020 and 2019 3 Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 4 Co

Piezo Motion Corp. (f/n/a DTI Motion Corp.) and Subsidiary INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 Consolidated Financial Statements Piezo Motion Corp. (f/n/a DTI Motion Corp.) and Subsidiary

Exhibit 99.2 Piezo Motion Corp. (f/n/a DTI Motion Corp.) and Subsidiary INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 Consolidated Financial Statements Piezo Motion Corp. (f/n/a DTI Motion Corp.) and Subsidiary Page Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 2 Consolidated Statements of Operations (Unaudited) for

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2021 Brain Scientific Inc. (Exact name of registrant as specified in its charter) Nevada 333-209325 81-0876714 (State or other jurisdiction of incorpora

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): December 1, 2021 BRAIN SCIENTIFIC INC. (Exact name of registrant as specified in its charter) Nevada 333-209325 81-0876714 (State or other jurisdiction of incorporation) (Commission F

Letter from Sadler, Gibb & Associates LLC, dated December 2, 2021 (Incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K filed on December 3, 2021)

Exhibit 16.1 December 2, 2021 Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549-7561 Ladies and Gentlemen, We have read the statements of Brain Scientific Inc. relating to the event described under Item 4.01 of Form 8-K dated December 2, 2021, and we agree with such statements as they pertain to our firm. Respectfully, Sadler, Gibb & Associates, LLC Draper, UT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2021 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 8, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Brain Scientific Announces the Appointment of Independent Board Members

Exhibit 99.1 Brain Scientific Announces the Appointment of Independent Board Members FOR IMMEDIATE RELEASE NEW YORK, N.Y., November 10, 2021 Brain Scientific Inc. (OTCQB: BRSF), a leader in the Medical Technology market, has announced the appointment of three independent board members. By continuing to assemble some of the world?s leading experts, Brain Scientific is poised to disrupt the medical

BRSF / Brain Scientific, Inc. / kotob Hassan - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* BRAIN SCIENTIFIC INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 10488W 109 (CUSIP number) Hassan Kotob c/o Brain Scientif

Investment Overview Oct 2021 1 INVESTMENT OVERVIEW LEGAL D I S C L A I M E R THIS DOCUMENT HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY. This document contains summary information about Brain Scientific Inc. (“Brain Scientific”). It does not pur

Exhibit 99.1 Investment Overview Oct 2021 1 INVESTMENT OVERVIEW LEGAL D I S C L A I M E R THIS DOCUMENT HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY. This document contains summary information about Brain Scientific Inc. (?Brain Scientific?). It does not purport to be complete, and no representations or warranties about such information are made by Brain Scientific or its representatives. Thi

Regulation FD Disclosure

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): October 18, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of (Commission (IRS Employer Incorp

Form of Common Stock Purchase Warrant (October 2021) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Assignment Agreement dated September 30, 2021 between MemoryMD, Inc. Vadim Sakharov and (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 10.5 ASSIGNMENT AGREEMENT WHEREAS I, Vadim Sakharov (herein ?Assignor?), in consideration of my prior employment and my past director position with Brain Scientific Inc., a Nevada corporation with an address at 125 Wilbur Place, Suite 170 Bohemia, NY 11716 (?Brain Scientific?), and MemoryMD Inc., a Delaware corporation and the wholly-owned subsidiary of Brain Scientific (?Memory MD?) hereb

Certificate of Merger of BRSF Acquisition Inc. into Piezo Motion Corp. filed October 1,2021 (Incorporated by reference to Exhibit 2.3 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 2.3 CERTIFICATE OF MERGER OF BRSF ACQUISITION INC. (a Delaware corporation), WITH AND INTO PIEZO MOTION CORP. (a Delaware corporation) Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is Piezo Motion Corp., a Delaware corporation, and the name o

Employment Agreement dated October 1, 2021 between the Registrant and Hassan Kotob (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made and entered into this 1st day of October, 2021, by and between Brain Scientific Inc. (together with any and all parent and subsidiary entities, ?Company?) and Hassan Kotob (?Executive?). WHEREAS, Executive and Piezo Motion Corp. (?Piezo?) entered into that certain Executive Employment Agreemen

Form of 10% Convertible Promissory Note (October 2021) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES UNDERLYING THIS NOTE, NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION HEREOF OR THER

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 1, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of (Commission (IRS Employer Incorpo

Assignment Agreement dated September 28, 2021 between MemoryMD, Inc. and Boris Goldstein (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 10.4 ASSIGNMENT AGREEMENT WHEREAS I, Boris Goldstein (herein ?Assignor?), in consideration of my prior employment and my past director position with Brain Scientific Inc., a Nevada corporation with an address at 125 Wilbur Place, Suite 170 Bohemia, NY 11716 (?Brain Scientific?), and MemoryMD Inc., a Delaware corporation and the wholly-owned subsidiary of Brain Scientific (?Memory MD?) here

Amendment dated October 1, 2021 to Agreement and Plan of Merger and Reorganization dated June 11,2021 by and among the Registrant, Piezo Motion Corp. And BRSF Acquisition Inc. (Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This amendment TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?), effective as of the 1st of October, 2021 (the ?Effective Date?), is made by and among Brain Scientific Inc., a Nevada corporation (the ?Parent?), BRSF Acquisition Inc., a Delaware corporation (the ?Acquisition Subsidiary?) and Piezo Motion Corp., a Delaware corporation (the ?Com

Assignment and Assumption Agreement dated October 1, 2021 between the Registrant and MemoryMD, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 7, 2021)

Exhibit 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 1, 2021, by and between Brain Scientific Inc., a Nevada corporation (?Assignor?), and MemoryMD, Inc., a Delaware corporation (?Assignee?). INTRODUCTION WHEREAS, the Assignor contemplates entering into a business combination on the date hereof, pursuant to which, among other things, Piezo Motio

October 4, 2021

Exhibit 99.1 October 4, 2021 Brain Scientific and Piezo Motion Complete Merger and Announce Hassan Kotob as CEO of the Combined Company The company also announced the closing of a $5 million financing round from U.S. institutions. Both parties to combine their proprietary technology and introduce innovative products. NEW YORK, Oct. 04, 2021 (GLOBE NEWSWIRE) - via InvestorWire - Neurology-focused m

Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 9, 2021)

EX-10.1 2 ea146993ex10-1brainscien.htm PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE Principal Amount: $273,000.00 September 1, 2021 FOR VALUE RECEIVED, Brain Scientific Inc., a corporation incorporated under the laws of the State of Nevada, having as its address at 125 Wilbur Place, Ste 170, Bohemia, NY 11716 (the “Borrower”), hereby promises to pay to the order of Piezo Motion Corp., a corporatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

Allonge #6 with Vista Capital Investments, LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 25, 2021)

Exhibit 10.3 ALLONGE TO CONVERTIBLE NOTE Allonge #6 (this ?Allonge #6?) to that certain Convertible Note (the ?Convertible Note?) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Vista Capital Investments, LLC, as Holder (the ?Holder?). Capitalized

Allonge #5 with Vista Capital Investments, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 25, 2021)

Exhibit 10.2 ALLONGE TO CONVERTIBLE NOTE Allonge #5 (this ?Allonge #5?) to (i) that certain Convertible Note (the ?Convertible Note?) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Vista Capital Investments, LLC, as Holder (the ?Holder?) and (ii)

Allonge #3 with Auctus Fund LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2021)

Exhibit 10.1 ALLONGE #3 TO PROMISSORY NOTE Allonge #3 (this ?Allonge?) to that certain Note, as amended (the ?Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $600,000 dated September 22, 2020, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Auctus Fund, LLC, as Holder (the ?Holder?). Capitalized terms used herein and not otherwise

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 23, 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN SCIE

Allonge #4 to Convertible Note with Vista Capital Investments, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 23, 2021)

Exhibit 10.1 ALLONGE TO CONVERTIBLE NOTE Allonge #4 (this ?Allonge #4?) to (i) that certain Convertible Note (the ?Convertible Note?) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Vista Capital Investments, LLC, as Holder (the ?Holder?) and (ii)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

Promissory Note

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $130,000.00 August 9, 2021 FOR VALUE RECEIVED, Brain Scientific Inc., a corporation incorporated under the laws of the State of Nevada, having as its address at 125 Wilbur Place, Ste 170, Bohemia, NY 11716 (the ?Borrower?), hereby promises to pay to the order of Piezo Motion Corp., a corporation incorporated under the laws of the State of Delaware, ha

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) (Amendment No. ) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information S

Submission of Matters to a Vote of Security Holders

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 16, 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 Num

Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 9, 2021)

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $130,000.00 July 8, 2021 FOR VALUE RECEIVED, Brain Scientific Inc., a corporation incorporated under the laws of the State of Nevada, having as its address at 125 Wilbur Place, Ste 170, Bohemia, NY 11716 (the ?Borrower?), hereby promises to pay to the order of Piezo Motion Corp., a corporation incorporated under the laws of the State of Delaware, havi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 22, 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 Num

Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2021)

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $70,000.00 June 22, 2021 FOR VALUE RECEIVED, Brain Scientific Inc., a corporation incorporated under the laws of the State of Nevada, having as its address at 125 Wilbur Place, Ste 170, Bohemia, NY 11716 (the ?Borrower?), hereby promises to pay to the order of Piezo Motion Corp., a corporation incorporated under the laws of the State of Delaware, havi

Brain Scientific Enters Into Merger Agreement With Piezo Motion Closing Contemplates Minimum $5 Million Capital Investment For Combined Company

Exhibit 99.1 Brain Scientific Enters Into Merger Agreement With Piezo Motion Closing Contemplates Minimum $5 Million Capital Investment For Combined Company NEW YORK, June 16, 2021 (GLOBE NEWSWIRE) - via InvestorWire ? Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, announces today that it has entered into a definitive merger agreement to acquire Piezo

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): June 11, 2021 BRAIN SCIENTIFIC IN

DEFA14A 1 ea142689-8kbrainscientif.htm CURRENT REPORT 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): June 11, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Oth

Share Exchange And Reorganization Agreement by and among Brain Scientific Inc., BRSF Acquisition Inc., and Piezo Motion Corp., dated as of June 11, 2021

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among BRAIN SCIENTIFIC INC., a Nevada corporation, BRSF ACQUISITION INC., a Delaware corporation, And PIEZO MOTION CORP., a Delaware corporation June 11, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Closing 1 1.3 Actions at the Closing 2 1.4 Additional Actions 2 1.5 Conversion of Company and Acquisition Subs

Agreement and Plan of Merger and Reorganization by and among Brain Scientific Inc., ASGI Acquisition Company and Memory MD, Inc. dated as of September 21, 2018 (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 27, 2018)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among BRAIN SCIENTIFIC INC., a Nevada corporation, BRSF ACQUISITION INC., a Delaware corporation, And PIEZO MOTION CORP., a Delaware corporation June 11, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Closing 1 1.3 Actions at the Closing 2 1.4 Additional Actions 2 1.5 Conversion of Company and Acquisition Subs

Press Release, dated June 16, 2021

Exhibit 99.1 Brain Scientific Enters Into Merger Agreement With Piezo Motion Closing Contemplates Minimum $5 Million Capital Investment For Combined Company NEW YORK, June 16, 2021 (GLOBE NEWSWIRE) - via InvestorWire ? Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, announces today that it has entered into a definitive merger agreement to acquire Piezo

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): June 11, 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 Num

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea142320-8kbrainscientific.htm FORUM 8-K 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): June 1, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Juris

Entry into a Material Definitive Agreement

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): May 21, 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 Numb

Allonge #2 to Promissory Note in favor of Len P. Mertz (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 24, 2021)

Exhibit 10.4 ALLONGE #2 TO CONVERTIBLE PROMISSORY NOTE Allonge #2 (this ?Allonge?) to that certain Convertible Promissory Note (as amended, the ?Convertible Promissory Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $130,000 dated February 5, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Len P. Mertz, as Holder (the ?Holde

Allonge #2 to Promissory Note in favor of ProudLiving, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 24, 2021)

Exhibit 10.2 ALLONGE #2 TO PROMISSORY NOTE Allonge #2 (this ?Allonge?) to that certain Non-Convertible Promissory Note (as amended, the ?Promissory Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $20,000 dated February 21, 2020, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of PROUDLIVING, LLC, as Holder (the ?Holder?). The Company

Brain Scientific Receives Purchase Order and Begins Shipping Its Pediatric NeuroCap™ EEG Headsets

Exhibit 99.1 Brain Scientific Receives Purchase Order and Begins Shipping Its Pediatric NeuroCap? EEG Headsets NEW YORK, May 24, 2021 - Brain Scientific Inc. (OTCQB: BRSF) (the ?Company?), a neurology-focused medical device and software company, today announces that Maine Medical Center has placed an order for a limited supply of the Company?s pediatric NeuroCap? disposable EEG caps for use with i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN SCI

Allonge #2 to Promissory Note in favor of John Silvestri (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 24, 2021)

Exhibit 10.3 ALLONGE #2 TO CONVERTIBLE PROMISSORY NOTE Allonge #2 (this ?Allonge?) to that certain Convertible Promissory Note (as amended, the ?Convertible Promissory Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $150,000 dated July 23, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of John Silvestri, as Holder (the ?Holder

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 24, 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 Numb

Allonge #2 to Promissory Note in favor of Leonard Mazur (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 24, 2021)

Exhibit 10.5 ALLONGE #2 TO CONVERTIBLE PROMISSORY NOTES Allonge #2 (this ?Allonge?) to that certain Convertible Promissory Note (as amended, the ?Convertible Promissory Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $100,000 dated January 18, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Leonard Mazur, as Holder (the ?Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F o Form 11-K xForm 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea1405838k-brainscientific.htm FORM 8-K 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): May 4, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdi

Loan Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2021)

Exhibit 10.1 Brain Scientific Inc. 205 East 42nd St New York, NY 10017 LOAN AGREEMENT, dated as of April 27, 2021, by and between Brain Scientific Inc., a Nevada corporation (the ?Borrower?), and Jeb Partners, L.P. (the ?Lender?). WHEREAS, subject to the limitations set forth herein, the Lender wishes to loan to the Borrower $100,000 (the ?Loan?), on the terms set forth herein. NOW, THEREFORE, in

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): April 27, 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 Nu

Allonge #2 to Non-Convertible Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021)

Exhibit 10.1 ALLONGE #2 TO NON-CONVERTIBLE PROMISSORY NOTE Allonge #2 (this ?Allonge?) to that certain Non-Convertible Promissory Note (as amended, the ?Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $50,000 dated October 21, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Leonard Mazur, as Holder (the ?Holder?). Capitalize

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 21, 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 Nu

Allonge to Promissory Note (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021)

Exhibit 10.4 ALLONGE TO PROMISSORY NOTE Allonge (this ?Allonge?) to that certain Note (the ?Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $600,000 dated September 22, 2020, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Auctus Fund, LLC, as Holder (the ?Holder?). Capitalized terms used herein and not otherwise defined shall hav

Allonge to Convertible Grid Promissory Note (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021)

Exhibit 10.2 ALLONGE TO CONVERTIBLE GRID PROMISSORY NOTE Allonge (this ?Allonge?) to that certain Convertible Grid Promissory Note (the ?Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $125,000 dated April 21, 2020, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Andrew Brown, as Holder (the ?Holder?). Capitalized terms used herei

Allonge to Convertible Grid Promissory Note (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 27, 2021)

Exhibit 10.3 ALLONGE TO CONVERTIBLE GRID PROMISSORY NOTE Allonge (this ?Allonge?) to that certain Convertible Grid Promissory Note (the ?Note?) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $125,000 dated April 21, 2020, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Thomas J. Caleca, as Holder (the ?Holder?). Capitalized terms used h

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2020 Or ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-209325 BRAIN SCIENTI

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

Brain Scientific Starts Selling its NeuroCaps

Exhibit 99.1 Brain Scientific Starts Selling its NeuroCapsTM to VA Hospitals NEW YORK, March 31, 2021 - Brain Scientific Inc. (OTCQB: BRSF), a neurology focused medical device and software company, has announced it has received its first purchase order for its NeuroCap, a pre-gelled, disposable EEG headset, from the Department of Veterans Affairs - VA Medical Centers for one of its hospitals. “Our

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 31, 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 Nu

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 16, 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 Nu

Brain Scientific Announces Collaboration with JelikaLite in New Clinical Trial The two neurology device companies will join forces in a clinical trial seeking to reduce the symptoms of autism in children

Exhibit 99.1 Brain Scientific Announces Collaboration with JelikaLite in New Clinical Trial The two neurology device companies will join forces in a clinical trial seeking to reduce the symptoms of autism in children NEW YORK, March 16, 2021 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, announces a collaboration with JelikaLite, a company developin

Brain Scientific Announces FDA Clearance for Next-Gen NeuroCap™ EEG Headset

EX-99.1 2 ea137221ex99-1brainscien.htm PRESS RELEASE Exhibit 99.1 Brain Scientific Announces FDA Clearance for Next-Gen NeuroCap™ EEG Headset NEW YORK, March 9, 2021 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, announced today it received U.S. Food and Drug Administration (FDA) 510(k) clearance for its next generation NeuroCap™ device. NeuroCap™ i

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ea137221-8kbrainscientific.htm CURRENT REPORT 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): March 9, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea137157-8kbrainscientif.htm CURRENT REPORT 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): March 2, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)*

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)*

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BRAIN SCIENTIFIC INC. (Name of Issuer) Common Stock, par value $0.001 per Share (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BRAIN SCIENTIFIC INC. (Name of Issuer) Common Stock, par value $0.001 per Share (Title of Class of Securities) 10488W 109 (CUSIP Number) Nickolay Kukekov c/o Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, New York 11716 (917) 388-1578 (Name, A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BRAIN SCIENTIFIC INC. (Name of Issuer) Common Stock, par value $0.001 per Share (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BRAIN SCIENTIFIC INC. (Name of Issuer) Common Stock, par value $0.001 per Share (Title of Class of Securities) 10488W 109 (CUSIP Number) Boris Goldstein c/o Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, New York 11716 (917) 388-1578 (Name, Ad

Allonge #3 to Promissory Note (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 8, 2021)

Exhibit 10.1 ALLONGE TO CONVERTIBLE NOTE Allonge #3 (this ?Allonge #3?) to that certain Convertible Note (the ?Convertible Note?) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the ?Company?), in favor of Vista Capital Investments, LLC, as Holder (the ?Holder?). Capitalized

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea135504-8kbrainscientific.htm CURRENT REPORT 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): February 8, 2021 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Ot

Brain Scientific Unveils New Initiative to Develop Brain E-Tattoo Device for the Brain Diagnostics Market Powered by A.I., Brain E-Tattoo Technology is Expected to Provide Continuous Monitoring for Uninterrupted Data Collection in Patients with Epile

Exhibit 99.1 Brain Scientific Unveils New Initiative to Develop Brain E-Tattoo Device for the Brain Diagnostics Market Powered by A.I., Brain E-Tattoo Technology is Expected to Provide Continuous Monitoring for Uninterrupted Data Collection in Patients with Epilepsy, Alzheimer’s, Stroke, and More. NEW YORK, January 21, 2021 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device

Filed Pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-236152 PROSPECTUS SUPPLEMENT NO. 1 Dated January 21, 2021 4,931,461 Shares of Common Stock Brain Scientific, Inc. This Prospectus Supplement No. 1 amends and supplements the Prospectus dated October 9, 2020 (the “Prospectus”) of Brain Scientific , Inc. relating to the offer and sale from time to time by certain selling stockholders of up to 4,9

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

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): January 21, 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

Security Agreement (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 31, 2020)

Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into as of this 28th day of December 2020, by and among BRAIN SCIENTIFIC INC. (“Debtor”), and AUCTUS FUND, LLC (“Secured Party”). Recitals Debtor has agreed to borrow $300,000 (the “Loan”) from the Secured Party; pursuant to a $300,000 senior secured 12% note (the “Note”). As a condition to the agreement of the Secured Party to loa

Securities Purchase Agreement (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 31, 2020)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2020, by and between BRAIN SCIENTIFIC INC., a Nevada corporation, with headquarters located at 125 Wilbur Place, Suite 170, Bohemia, NY 11716 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston,

12% Senior Secured Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 31, 2020)

Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)

Common Stock Purchase Warrant (Warrant B) (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 31, 2020)

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - CURRENT REPORT

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): December 28, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Common Stock Purchase Warrant (Warrant A) (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 31, 2020)

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Brain Scientific To Enter the U.S. Pediatric Market with NeuroCap™ for Children The New Product Offering will Bring Advanced, Disposable EEG Technology to Pediatric Clinicians across the Country

Exhibit 99.1 Brain Scientific To Enter the U.S. Pediatric Market with NeuroCap™ for Children The New Product Offering will Bring Advanced, Disposable EEG Technology to Pediatric Clinicians across the Country NEW YORK, December 17, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, has announced its next generation disposable EEG cap, NeuroCap™, wil

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

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): December 17, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): December 15, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Brain Scientific, Creator of Next Gen Neurology Technologies, Announces Regulation A+ Offering Widening its Investor Network will Allow Brain Scientific to Continue its Work in Creating Advanced Technology Devices and Software for the Neurology Marke

Exhibit 99.1 Brain Scientific, Creator of Next Gen Neurology Technologies, Announces Regulation A+ Offering Widening its Investor Network will Allow Brain Scientific to Continue its Work in Creating Advanced Technology Devices and Software for the Neurology Market NEW YORK, December 15, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, today annou

Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, NY 11716 December 10, 2020

Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, NY 11716 December 10, 2020 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Brain Scientific Inc. Amendment No. 3 to Offering Statement on Form 1-A File No. 024-11327 Ladies and Gentlemen: Brain Scientific Inc. respectfully requests that the qualification date of the off

December 4, 2020

December 4, 2020 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

- AMENDMENT NO. 3 TO FORM 1-A

AMENDMENT NO. 3 TO FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 4, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to comple

- OPINION OF SICHENZIA ROSS FERENCE LLP

Exhibit 12.1 December 4, 2020 Board of Directors Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, NY 11716 Ladies and Gentlemen: We have acted as counsel to Brain Scientific Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 1,111,111 Units, each Unit

Brain Scientific to Showcase Disposable EEG Headset NeuroCap™ at American Epilepsy Society Annual Meeting

Exhibit 99.1 Brain Scientific to Showcase Disposable EEG Headset NeuroCap™ at American Epilepsy Society Annual Meeting NEW YORK, December 4, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, today announced it will participate in AES2020 - the all-new virtual event for epilepsy professionals in academia, clinical practice, industry, and advocacy o

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

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): December 4, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

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): December 2, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Brain Scientific Files Patent Application For New Long Term Monitoring EEG Cap

Exhibit 99.1 Brain Scientific Files Patent Application For New Long Term Monitoring EEG Cap NEW YORK, December 2, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, has filed a provisional patent application in the United States Patent and Trademark Office (“USPTO”) entitled “FULL HEAD APPARATUS AND ELECTRODES FOR CONDUCTING ELECTROENCEPHALOGRAPHY”

November 25, 2020

November 25, 2020 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

- SOFTWARE AS A SERVICE AGREEMENT BETWEEN BRAIN SCIENTIFIC INC. AND NOVATION SOLUTIONS INC.

Exhibit 6.2 SOFTWARE AS A SERVICE (SAAS) AGREEMENT Customer: Brain Scientific Inc. Contact: Baruch (Boris) Goldstein Address: 125 Wilbur Place, Suite 170 Bohemia, NY 11716 Phone: 64638837388 E-Mail: [email protected] Services: Creation of a deal portal hosted by www.dealmaker.tech, and related and related services (as further described in Schedule A, the “Service(s)”). Subscription Term: Fro

- BROKER-DEALER AGREEMENT BETWEEN BRAIN SCIENTIFIC INC. AND DALMORE GROUP, LLC

Exhibit 6.1 Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Brain Scientific Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 23, 2020 (the “Effective Date”): Whereas,

- OPINION OF SICHENZIA ROSS FERENCE LLP

Exhibit 12.1 November 25, 2020 Board of Directors Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, NY 11716 Ladies and Gentlemen: We have acted as counsel to Brain Scientific Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 1,111,111 Units, each Unit

- AMENDMENT NO. 2 TO FORM 1-A

AMENDMENT NO. 2 TO FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 25, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to compl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2020 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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): November 13, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Brain Scientific Aims to Expand into the EU Market, Retains Registration Firm in Europe

Exhibit 99.1 Brain Scientific Aims to Expand into the EU Market, Retains Registration Firm in Europe NEW YORK, Nov. 17, 2020 – via InvestorWire – Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, has entered into an agreement with Europe’s leading certification and compliance company AFINA s.r.o. The agreement specifies that AFINA will act as an authoriz

Allonge to Non-Convertible Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 17, 2020)

Exhibit 10.1 ALLONGE TO NON-CONVERTIBLE PROMISSORY NOTE Allonge (this “Allonge”) to that certain Non-Convertible Promissory Note (the “Note”) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $50,000 dated October 21, 2019, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor of Leonard Mazur, as Holder (the “Holder”). Capitalized terms used herei

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

- FORM OF THE SUBSCRIPTION AGREEMENT FOR THE OFFERING

Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBL

- OPINION OF SICHENZIA ROSS FERENCE LLP

Exhibit 12.1 November 12, 2020 Board of Directors Brain Scientific Inc. 125 Wilbur Place, Suite 170 Bohemia, NY 11716 Ladies and Gentlemen: We have acted as counsel to Brain Scientific Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 1,111,111 Units, each cons

- FORM OF THE WARRANT AGREEMENT

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

- CONSENT OF SADLER, GIBB & ASSOCIATES, LLC

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Brain Scientific Inc. As independent registered public accountants, we hereby consent to the use of our report dated March 30, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to the consolidated financial statements of Brain Scientif

- SOFTWARE AS A SERVICE AGREEMENT BETWEEN BRAIN SCIENTIFIC INC. AND NOVATION SOLUTIONS INC. (O/A DEALMAKER)

Exhibit 6.2 SOFTWARE AS A SERVICE (SAAS) AGREEMENT Customer: Brain Scientific Inc. Contact: Baruch (Boris) Goldstein Address: 125 Wilbur Place, Suite 170 Bohemia, NY 11716 Phone: 64638837388 E-Mail: [email protected] Services: Creation of a deal portal hosted by www.dealmaker.tech, and related and related services (as further described in Schedule A, the “Service(s)”). Subscription Term: Fro

- BROKER-DEALER AGREEMENT BETWEEN BRAIN SCIENTIFIC INC. AND DALMORE GROUP, LLC

Exhibit 6.1 Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Brain Scientific Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 23, 2020 (the “Effective Date”): Whereas,

- AMENDMENT NO. 1 TO FORM 1-A

AMENDMENT NO. 1 TO FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 12, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to compl

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 3, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Allonge #2 to Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2020)

Exhibit 10.1 ALLONGE #2 TO CONVERTIBLE NOTE Allonge #2 (this “Allonge”) to that certain Convertible Note, as amended by that Allonge dated as of August 8, 2020 (with such allonge, the “Convertible Note”) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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): October 29, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Brain Scientific Announces New VP of Strategy and Business Development

Exhibit 99.1 Brain Scientific Announces New VP of Strategy and Business Development NEW YORK, November 3, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, today announced the appointment of Amy Griffith as Vice President of Strategy and Business Development. Griffith will lead the development of strategic and tactical initiatives, as well as new

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

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): October 20, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Brain Scientific Appoints Stuart Bernstein as VP of Marketing

Exhibit 99.1 Brain Scientific Appoints Stuart Bernstein as VP of Marketing NEW YORK, October 20, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, today announced the appointment of Stuart Bernstein as Vice President of Marketing. In this role, Bernstein will be responsible for Brain Scientific’s overall marketing strategy and efforts to strengthe

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PUSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BRAIN SCIENTIFIC INC. (Exact name of registrant as specified in its charter) Nevada 81-0876714 (State or other incorporation or organization) (I.R.S. Employer Identification Number) 125 Wilbur Place

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

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): October 13, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Brain Scientific Seeks FDA Approval of Next-Gen NeuroCap™ EEG Cap Amidst New Data on Neurological Problems in COVID Patients

Exhibit 99.1 Brain Scientific Seeks FDA Approval of Next-Gen NeuroCap™ EEG Cap Amidst New Data on Neurological Problems in COVID Patients NEW YORK, October 13, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, has submitted a premarket 510(k) application to the United States Food and Drug Administration for its next generation NeuroCap™ device. Ne

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 2020 REGISTRATION NO.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

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 23, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission Fil

Securities Purchase Agreement (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 29, 2020)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 22, 2020, by and between BRAIN SCIENTIFIC, INC., a Nevada corporation, with headquarters located at 125 Wilbur Place, Suite 170, Bohemia, NY 11716 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Bosto

Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 29, 2020)

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Common Stock Purchase Warrant (Warrant B) (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 29, 2020)

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Common Stock Purchase Warrant (Warrant A) (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 29, 2020)

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Consent of Sadler, Gibb & Associates, LLC

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Brain Scientific Inc. As independent registered public accountants, we hereby consent to the use of our report dated March 30, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to the consolidated financial statements of Brain Scientif

- OFFERING CIRCULAR

FORM 1-A TIER II OFFERING REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 PRELIMINARY OFFERING CIRCULAR DATED SEPTEMBER 23, 2020 SUBJECT TO COMPLETION An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 ea127253-8kbrainscientific.htm CURRENT REPORT 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 22, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or

Quarterly Report - AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 33

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

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, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Securities Purchase Agreement (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 3, 2020)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2020, by and between Brain Scientific Inc., a Nevada corporation, with headquarters located at 125 Wilbur Place, Suite 170, Bohemia, NY 11716, (the “Company”) and Diamond Investment Group II LLC, a Nevada limited liability company, with its address at 3495 Lakeside Drive, Suite

8% Convertible Redeemable Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 3, 2020)

Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $157,5

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN SCIE

Financial Statements and Exhibits

8-K 1 ea125698-8kbrainsci.htm FORM 8-K 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 12, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdicti

Registered with the Public Company Accounting Oversight Board

Exhibit 99.1 Registered with the Public Company Accounting Oversight Board Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We are in agreement with the statements being made by Brain Scientific Inc. in its Form 8-K dated August 12, 2020. We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K. /s/ Sadler, Gibb & Associates,

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ea125634-8kbrainsci.htm FORM 8-K 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 17, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdicti

Brain Scientific's Expansion Relocates Its Headquarters to Bohemia, New York

Exhibit 99.1 Brain Scientific's Expansion Relocates Its Headquarters to Bohemia, New York NEW YORK, NY, Aug. 17, 2020 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE ‒ Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, announced an expansion of their facilities via a headquarter relocation to Bohemia, New York in central Long Island. The additional space will give th

Allonge to Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 11, 2020)

Exhibit 10.1 ALLONGE TO CONVERTIBLE NOTE Allonge (this “Allonge”) to that certain Convertible Note (the “Convertible Note”) attached hereto as Exhibit 1 and made a part hereof in the original principal amount of $275,000 dated December 31, 2019, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor of Vista Capital Investments, LLC, as Holder (the “Holder”). Capitalized terms

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea125278-8kbrain.htm CURRENT REPORT 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 5, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdic

Brain Scientific Commences Trading on The OTCQB® Venture Market

Exhibit 99.1 Brain Scientific Commences Trading on The OTCQB® Venture Market NEW YORK, August 3, 2020 - Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company announced that its common stock commenced trading as of July 29, 2020 on The OTCQB® Venture Market. The OTCQB® Venture Market is for early-stage and developing U.S and international companies. Commenting

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 29, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File Num

Allonge to Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 3, 2020)

Exhibit 10.1 ALLONGE TO CONVERTIBLE PROMISSORY NOTE Allonge (this “Allonge”) to that certain Convertible Promissory Note (the “Convertible Promissory Note”) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $150,000 dated July 23, 2019, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor of John Silvestri, as Holder (the “Holder”). The Company an

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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 28, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File Num

Allonge to Promissory Note (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 29, 2020)

Exhibit 10.1 ALLONGE TO PROMISSORY NOTE Allonge (this “Allonge”) to that certain Non-Convertible Promissory Note (the “Promissory Note”) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $20,000 dated February 21, 2020, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor of PROUDLIVING, LLC, as Holder (the “Holder”). The Company and the Holder ag

Brain Scientific Inc. 4,931,461 Shares of Common Stock by the Selling Stockholders

Filed Pursuant to Rule 424(b)(4) Registration No.: 333-236152 PROSPECTUS Brain Scientific Inc. 4,931,461 Shares of Common Stock by the Selling Stockholders This prospectus relates to the public offering of up to 4,931,461 shares of common stock of Brain Scientific, Inc. by the selling stockholders. The selling stockholders will offer their respective shares at a fixed price of $3.00 per share unti

-

Brain Scientific Inc. 67-35 St., B520 Brooklyn, N. Y.. 11232 July 17, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Re: Brain Scientific, Inc. Registration Statement on Form S-1 (Amm. #3) Filed July 16, 2020 File No. 333-236152 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, a

- AMENDMENT NO. 3 TO FORM S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2020 REGISTRATION NO.

-

July 16, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

- AMENDMENT NO. 2 TO FORM S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 2020 REGISTRATION NO.

-

July 10, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ea123115-8kbrainscien.htm FORM 8-K 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): June 17, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdicti

Press Release

Exhibit 10.1 Brain Scientific Updates Disposable EEG Headset Sales Plan, Supply Scale-Up, and IP Status ● 3 hospitals place expanded, non-commercial orders for further testing and evaluation ● “Consider rapid application EEG with disposable, single use caps/ templates...” - American Clinical Neurophysiology Society COVID-19 EEG guidelines NEW YORK, June 17, 2020 (GLOBE NEWSWIRE) - Brain Scientific

-

June 8, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

- AMENDMENT NO. 1 TO FORM S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2020 REGISTRATION NO.

Brain Scientific Introduces Enhanced NeuroCapTM Disposable EEG Headset Onsite hospital tests to commence in Q3 2020

Exhibit 99.1 Brain Scientific Introduces Enhanced NeuroCapTM Disposable EEG Headset Onsite hospital tests to commence in Q3 2020 NEW YORK, May 28, 2020 (GLOBE NEWSWIRE) - Brain Scientific Inc. (OTC: BRSF), a medical device and technology company offering products and solutions related to the brain including neurology, AI and machine learning, has enhanced its disposable EEG headset, NeuroCapTM, wi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ea122389-8kbrainscientific.htm CURRENT REPORT 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): May 28, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 333-209325 BRAIN SCI

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 25, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Jurisdiction of Incorporation) (Commission File

Convertible Grid Promissory Note, dated April 21, 2020, issued to Thomas J. Caleca (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 27, 2020)

Exhibit 10.1 BRAIN SCIENTIFIC INC. CONVERTIBLE GRID PROMISSORY NOTE Principal Amount: $125,000 in Advances Date of Note: April 21, 2020 Brain Scientific Inc., a Nevada corporation (the “Company”), for value received, hereby promises to pay to Thomas J. Caleca or its permitted assigns or successors (the “Holder”), the principal amount of advances listed on Appendix A (the “Advances”), as amended fr

Common Stock Purchase Warrant, dated April 21, 2020, issued to Andrew Brown (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 27, 2020)

Exhibit 10.4 WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJ

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 ea121047-8kbrainscientific.htm CURRENT REPORT 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): April 21, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Othe

Common Stock Purchase Warrant, dated April 21, 2020, issued to Thomas J. Caleca (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 27, 2020)

Exhibit 10.2 WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJ

Convertible Grid Promissory Note, dated April 21, 2020, issued to Andrew Brown (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 27, 2020)

Exhibit 10.3 BRAIN SCIENTIFIC INC. CONVERTIBLE GRID PROMISSORY NOTE Principal Amount: $125,000 in Advances Date of Note: April 21, 2020 Brain Scientific Inc., a Nevada corporation (the “Company”), for value received, hereby promises to pay to Andrew Brown or its permitted assigns or successors (the “Holder”), the principal amount of advances listed on Appendix A (the “Advances”), as amended from t

Boris Goldstein Employment Agreement (Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2020)

Exhibit 10.10 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”), dated January 30, 2020 (the “Effective Date”), by and between Brain Scientific Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Boris (Baruch) Goldstein (the “Executive”). WITNESSETH: WHEREAS, the Executive has previously been appointed as the Chairman of the Board of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea120285-8kbrainscientific.htm CURRENT REPORT 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): March 25, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Othe

BRSF / Brain Scientific, Inc. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2019 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-209325 BRAIN SCIENTI

Vadim Sakharov Employment Agreement (Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2020)

Exhibit 10.11 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”), dated January 30, 2020 (the “Effective Date”), by and between Brain Scientific Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Vadim Sakharov (the “Executive”). WITNESSETH: WHEREAS, the Executive has previously been appointed as a director of the Company and as its Presi

BRSF / Brain Scientific, Inc. NT 10-K - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

Code of Ethics (Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2020)

Exhibit 14.1 BRAIN SCIENTIFIC INC. Corporate Code of Ethics and Conduct 1. General Policy It is the policy of Brain Scientific Inc. and its subsidiaries (collectively, “BRSF” or the “Company”) to conduct business in compliance with all applicable laws, rules and regulations and with integrity. Each BRSF employee, officer and director must comply with the policies set forth in this Code of Ethics a

Allonge to Convertible Promissory Note dated February 28, 2020 ($130,000) (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 5, 2020)

Exhibit 10.1 ALLONGE TO CONVERTIBLE PROMISSORY NOTES Allonge (this “Allonge”) to that certain Convertible Promissory Note (the “Convertible Promissory Note”) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $130,000 dated February 5, 2019, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor of Len P. Mertz, as Holder (the “Holder”). The Company

Allonge to Convertible Promissory Note dated February 28, 2020 ($100,000) (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 5, 2020)

Exhibit 10.2 ALLONGE TO CONVERTIBLE PROMISSORY NOTES Allonge (this “Allonge”) to that certain Convertible Promissory Note (the “Convertible Promissory Note”) attached hereto as Exhibit 1 and made a part hereof in the principal amount of $100,000 dated January 18, 2019, from Brain Scientific Inc., a Nevada corporation (the “Company”), in favor of Leonard Mazur, as Holder (the “Holder”). The Company

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 ea119332-8kbrainsci.htm CURRENT REPORT 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): February 28, 2020 BRAIN SCIENTIFIC INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-209325 81-0876714 (State or Other Ju