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 Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
205 East 42nd Street, 14th Floor
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 388-3788
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 1.01 | Entry Into A Material Agreement. |
The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On February 28, 2020, Brain Scientific Inc. (the “Company”) entered into allonges (each, an Allonge”) to extend the maturity date of certain existing Convertible Promissory Notes of the Company (each, a “Note”).
The Allonge relating to the Note in the principal amount of $130,000, provides for the maturity date thereof to be extended to February 5, 2021, subject to earlier conversion pursuant to the terms of such Note.
The Allonge relating to the Note in the principal amount of $100,000, provides for the maturity date thereof to be extended to January 18, 2021, subject to earlier conversion pursuant to the terms of such Note.
Other than as set forth in each Allonge, the terms of the Notes remain the same.
The foregoing is a brief description of each Allonge and is qualified in its entirety by reference to the full text of each Allonge, which are included hereto as Exhibit 10.1 and 10.2 and which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Allonge to Convertible Promissory Note dated February 28, 2020 ($130,000) | |
| 10.2 | Allonge to Convertible Promissory Note dated February 28, 2020 ($100,000) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 5, 2020
| BRAIN SCIENTIFIC INC. | ||
| By: | /s/ Boris Goldstein | |
| Name: | Boris Goldstein | |
| Title: | Chairman of the Board and Secretary | |
2
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 and the Holder agree that the Convertible Promissory Note shall be revised as follows:
1. The definition of “Maturity Date” in Section 1.1 of the Convertible Promissory Note shall be amended and replaced to read as follows:
““Maturity Date” shall mean the earlier of: (a) February 5, 2021 or (b) the consummation of a Qualified Financing or other event pursuant to which Conversion Shares are to be issued pursuant to the terms of this Note.”
This Allonge is intended to be attached to and made a permanent part of the Convertible Promissory Note.
Dated as of the 28th day of February, 2020.
| Company: | BRAIN SCIENTIFIC INC. | |
| By: | /s/ Boris Goldstein | |
| Name: | ||
| Title: | ||
| Holder: | LEN P. MERTZ | |
| By: | /s/ Len P. Mertz | |
| Name: | ||
| Title: | ||
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 and the Holder agree that the Convertible Promissory Note shall be revised as follows:
1. The definition of “Maturity Date” in Section 1.1 of the Convertible Promissory Note shall be amended and replaced to read as follows:
““Maturity Date” shall mean the earlier of: (a) January 18, 2021 or (b) the consummation of a Qualified Financing or other event pursuant to which Conversion Shares are to be issued pursuant to the terms of this Note.”
This Allonge is intended to be attached to and made a permanent part of the Convertible Promissory Note.
Dated as of the 28th day of February, 2020.
| Company: | BRAIN SCIENTIFIC INC. | |
| By: | /s/ Boris Goldstein | |
| Name: | ||
| Title: | ||
| Holder: |
LEONARD MAZUR |
|
| By: |
/s/ Leonard Mazur |
|
| Name: | ||
| Title: | ||