BRAIN SCIENTIFIC INC. (Form: 8-K, Received: 04/27/2020 06:05:41)

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 Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

67-35 St., B520

Brooklyn, New York 11232

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (917) 388-1578

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 April 21, 2020, Brain Scientific Inc. (the “Company”) issued a Convertible Grid Promissory Note (the “Caleca Note”) to Thomas J. Caleca (“Caleca”), an existing stockholder of the Company, pursuant to which Caleca agreed to advance to the Company the aggregate principal amount of $125,000 (the “Caleca Aggregate Advance”). The Company also issued to Caleca a common stock purchase warrant (the “Caleca Warrant”), granting Caleca the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Caleca Warrant).

Also on April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Brown Note”, and together with the Caleca Note, the “Notes”) to Andrew Brown (“Brown”, and together with Caleca, the “Investors”), an existing stockholder of the Company, pursuant to which Brown agreed to advance to the Company the aggregate principal amount of $125,000 (the “Brown Aggregate Advance”, and together with the Caleca Aggregate Advance, the “Aggregate Advance”). The Company also issued to Brown a common stock purchase warrant (the “Brown Warrant”, and together with the Caleca Warrant, the “Warrants”), granting Brown the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Brown Warrant).

On April 22, 2020, the Investors each made their first cash advance of $25,000 pursuant to the terms of the Notes, for an aggregate cash advance to the Company of $50,000 (the “First Advance”). The Investors shall make additional cash advances to the Company pursuant to the terms of their Notes.

The Company intends to use the proceeds from the First Advance and all subsequent advances for the Company’s working capital and general corporate purposes.

The Notes bear interest on the unpaid balances at a fixed simple rate of twelve percent (12%) per annum (subject to a rate increase if the Company commits an Event of Default (as defined in the Notes)), computed based on a 360-day year of twelve 30-day months, commencing on the date of the respective advance and payable quarterly.

The principal amount of the Aggregate Advance, or so much thereof as has been advanced to the Company by the Investors from time to time pursuant to the Notes, will be payable on April 21, 2021 (the “Maturity Date”), unless sooner converted into shares of the Company’s common stock pursuant to the terms of the Notes.

The unpaid outstanding principal amount and accrued and unpaid interest under the Notes shall be convertible at any time prior to the Maturity Date at the election of the Investors into such number of shares of the Company’s common stock obtained by dividing the amount so converted by $1.00 (the “Conversion Price”). At the Maturity Date, all of the remaining unpaid outstanding principal amount and accrued and unpaid interest (the “Outstanding Balance”) under the Notes shall automatically convert into such number of shares of the Company’s common stock obtained by dividing the Outstanding Balance by the Conversion Price. The Notes may not be prepaid by the Company in whole or in part without the prior written consent of the respective Investor.

The Company also agreed to provide piggy-back registration rights to the Investors pursuant to which the Company shall include all shares issuable upon conversion of the Notes, as well as any other shares of the Company’s common stock owned by the Investors as of the date the Notes were issued, on the next registration statement the Company files with the Securities and Exchange Commission.

The Notes contain customary events of default, which, if uncured, entitle the Lenders to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Notes.

The Warrants are exercisable at any time commencing on the eighteen-month anniversary of the issuance of the Warrants (as may be accelerated pursuant to the terms of the Warrants) and expiring on the five-year anniversary of the issuance of the Warrants. The Warrants also provide piggy-back registration rights to the Investors pursuant to which the Company shall include all shares issuable upon exercise of the Warrants on the next registration statement the Company files with the Securities and Exchange Commission.

The foregoing is a brief description of the terms of the Notes and the Warrants and is qualified in its entirety by reference to the full text of the Caleca Note, Caleca Warrant, Brown Note, and Brown Warrant, copies of which are included as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K, each of which are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K relating to the issuance of the Notes and the Warrants is incorporated by reference herein. The Notes and Warrants were, and, unless subsequently registered, the shares underlying the Notes and Warrants will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as no general solicitation was used in the offer and sale of such securities.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

10.1		Convertible Grid Promissory Note, dated April 21, 2020, issued to Thomas J. Caleca
10.2		Common Stock Purchase Warrant, dated April 21, 2020, issued to Thomas J. Caleca
10.3		Convertible Grid Promissory Note, dated April 21, 2020, issued to Andrew Brown
10.4		Common Stock Purchase Warrant, dated April 21, 2020, issued to Andrew Brown

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: April 24, 2020

	BRAIN SCIENTIFIC INC.

	By:	/s/ Boris Goldstein
	Name:	Boris Goldstein
	Title:	Chairman of the Board, Secretary and Executive Vice President

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 from time to time, which shall be made by the Holder on the dates specified therein, in an amount of One Hundred Twenty Five Thousand Dollars ($125,000) in the aggregate, or so much thereof as has been advanced to the Company by the Holder from time to time hereunder, without demand, on the Maturity Date (as hereinafter defined). This Note shall bear interest on the unpaid balances at a fixed simple rate of twelve percent (12%) per annum (subject to rate increase if the Company commits an Event of Default), commencing on the date of the respective advance. Interest shall be computed based on a 360-day year of twelve 30-day months and shall be payable quarterly. Except as set forth in Section 8.1, payment of all principal and interest due shall be in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment.

The Company authorizes the Holder to endorse the date and amount of each loan advance and each payment on account of principal thereof on Appendix A, and when so endorsed, said Appendix A shall represent evidence of such loans and payments on account of principal thereof binding upon the Company in the absence of error. Any failure by the Holder to so endorse Appendix A shall in no way mitigate or discharge the obligation of the Company to repay any loans actually made by the Company to the Holder, or the obligation of the Holder to make the advances on the applicable advance date.

1. Definitions.

1.1 Definitions. The terms defined in this Section 1 whenever used in this Note shall have the respective meanings hereinafter specified.

“Applicable Laws” means any and all applicable foreign, federal, state and local statutes, laws, regulations, ordinances, policies, and rules or common law (whether now existing or hereafter enacted or promulgated), of any and all governmental authorities, agencies, departments, commissions, boards, courts, or instrumentalities of the United States, any state of the United States, any other nation, or any political subdivision of the United States, any state of the United States or any other nation, and all applicable judicial and administrative, regulatory or judicial decrees, judgments and orders, including common law rules and determinations.

“Common Stock” means the common stock, $0.001 per share, of the Company.

“Conversion Date” means any date of conversion of this Note pursuant to the terms hereof.

“Conversion Shares” means the Common Stock issued or issuable to the Holder upon the Conversion Date pursuant to Article 8.

“Event of Default” shall have the meaning set forth in Section 5.1.

“Holder” or “Holders” means the Person named above or any Person who shall thereafter become a recordholder of this Note in accordance with the terms hereof.

“Maturity Date” shall mean April 21, 2021.

“Note” means this Convertible Grid Promissory Note, including Appendix A hereto, as amended, modified or restated.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof.

“Securities Act” means the United States Securities Act of 1933, as amended.

2. GENERAL PROVISIONS.

2.1 Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender.

2.2 Prepayment; Redemption. This Note may not be prepaid by the Company in whole or in part without the prior written consent of the Holder.

3. STATUS; RESTRICTIONS ON TRANSFER.

3.1 Status of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder.

3.2 Restrictions on Transferability. This Note has not been registered under the Securities Act, or under any state securities or so-called “blue sky laws,” and may not be offered, sold, transferred, hypothecated or otherwise assigned except (a) pursuant to a registration statement with respect to such securities which is effective under the Securities Act or (b) upon receipt from counsel satisfactory to the Company of an opinion, which opinion is satisfactory in form and substance to the Company, to the effect that such securities may be offered, sold, transferred, hypothecated or otherwise assigned (i) pursuant to an available exemption from registration under the Securities Act and (ii) in accordance with all applicable state securities and so-called “blue sky laws.” The Holder agrees to be bound by such restrictions on transfer.

4. COVENANTS. In addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that so long as this Note shall be outstanding:

4.1 Payment of Note. The Company will punctually, according to the terms hereof, within ten (10) days after the Maturity Date, pay or cause to be paid all amounts due under this Note.

4.2 Notice of Default. If any one or more events occur which constitute or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default or if the Holder shall demand payment or take any other action permitted upon the occurrence of any such Event of Default, the Company will forthwith give notice to the Holder, specifying the nature and status of the Event of Default or other event or of such demand or action, as the case may be.

4.3 Compliance with Laws. The Company will comply in all material respects with all Applicable Laws, except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.

4.4 Use of Proceeds. The Company shall use the proceeds of this Note for general working capital.

5. REMEDIES.

5.1 Events of Default. “Event of Default” wherever used herein means any one of the following events:

(a) Default in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when and as the same shall become due and payable, subject to a ten (10) day cure period;

(b) Default in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default in the performance of which is specifically provided for elsewhere in this Section 5.1), and the continuance of such default for a period of 10 days after there has been given to the Company by the Holder a written notice specifying such default and requiring it to be remedied;

(c) The entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 calendar days;

(d) The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors;

(e) The Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness of the Company; or

(f) It becomes unlawful for the Company to perform or comply with its obligations under this Note.

5.2 Effects of Default. If an Event of Default occurs and is continuing, then and in every such case (a) the Holder may declare this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest at a fixed simple rate of 15.99% per annum from the date of the Event of Default through the date the Note is paid in full and (b) the Company will pay the Holder’s reasonable costs of collection including court costs and reasonable attorney’s fees.

5.3 Remedies Not Waived; Exercise of Remedies. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

6. [INTENTIONALLY OMITTED].

7. MISCELLANEOUS.

7.1 Severability. If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the enforceability of the remainder hereof shall in any way be affected.

7.2 Notice. Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as set forth in the books and records of the Company from time to time or, if to the Company, to its principal office.

7.3 Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction).

7.4 Forum. The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall be adjudicated before a court of competent jurisdiction in the State of New York and they hereby submit to the exclusive jurisdiction of the federal or state courts of the State of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.

7.5 Headings. The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.

7.6 Amendments. This Note may be amended or waived only with the written consent of the Company and the Holder.

7.7 No Recourse Against Others. The obligations of the Company under this Note are solely obligations of the Company and no officer, employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when due or perform any other obligation.

7.8 Assignment; Binding Effect. This Note may be assigned by the Company only with the prior written consent of the Holder. This Note shall be binding upon and inure to the benefit of both parties hereto and their respective permitted successors and assigns.

8. CONVERSION OF NOTE.

8.1 Conversion.

(a) Conversion.

(i) The Holder, at any time prior to the Maturity Date, may from time to time at its option elect to convert any or all of the outstanding principal and accrued and unpaid interest under this Note (the “Outstanding Balance”) into such number of shares of Common Stock obtained by dividing such amount of the Outstanding Balance by $1.00. Any such conversion shall first be applied to accrued and unpaid interest and then to outstanding principal.

(ii) At the Maturity Date, all of the remaining Outstanding Balance, if any, shall convert, without any further action of the Holder or the Company, into such number of shares of Common Stock obtained by dividing the Outstanding Balance by $1.00

(b) Cancellation. Upon and as of a Conversion Date, this Note (to the extent of such conversion) will be cancelled on the books and records of the Company and shall represent the right to receive the Conversion Shares.

8.2 Delivery of Securities Upon Conversion.

(a) As soon as is practicable after a Conversion Date, the Company shall deliver to the Holder a certificate or certificates evidencing the Conversion Shares issuable to the Holder.

(b) The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of securities. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure that the Conversion Shares so issued upon such conversion shall be validly issued, fully paid and nonassessable.

8.3 Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon conversion of this Note. If any conversion of this Note would create a fractional share or a right to acquire a fractional share, the Company shall round to the nearest whole number; provided that in no event shall the Company be required to issue in excess of one (1) share of Common Stock in the aggregate pursuant to the terms of this Section 8.3.

8.4 Capital Adjustments. In the event that the Common Stock are subject to any stock dividend, stock split, combination or exchange of shares, merger, amalgamation, arrangement, reverse merger, reverse take-over, consolidation, spin-off, or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting the Common Stock, the number of shares of Common Stock which are the subject of being converted under this Note and the conversion price therefore shall be likewise adjusted in order to reflect the change (for the purpose of preserving the value of the conversion).

9. REPRESENTATIONS AND WARRANTIES.

9.1 Representations and Warranties of Holder. The Holder hereby represent, warrant and acknowledge to the Company that:

(a) It has taken all action required to authorize and execute this Note and the carrying out of its provisions, including the due authorization by the its Board of Directors, and this Note is a binding obligation of the Holder enforceable in accordance with its terms.

(b) Neither the execution and delivery of this Note, nor the consummation by the Holder of any of the transactions contemplated hereby, will result in a breach of any applicable statute or regulation, or of any administrative or court order or decree; nor will such compliance conflict with or result in the breach of any term, provision, covenant or condition of any agreement or other instrument to which the Holder is a party or by which it may be bound, or, which with the giving of notice or lapse of time, or both, constitute an event of default thereunder.

(c) (i) It have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company, this Note and the Conversion Shares; (ii) its investment in restricted securities is reasonable in relation to its net worth; (iii) it has experience in investments in restricted and publicly traded securities, and it have experience in investments in speculative securities and other investments that involve the risk of loss of investment; (iv) an investment in this Note and the Conversion Shares is speculative and involves the risk of loss and it has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors; (v) it can afford the risk of loss of its entire investment in the Company; and (vi) it is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act.

9.2 Representations and Warranties of the Company. The Company hereby represent, warrant and acknowledge to the Holder that:

(b) Neither the execution and delivery of this Note, nor the consummation by the Company of any of the transactions contemplated hereby, will result in a breach of any applicable statute or regulation, or of any administrative or court order or decree; nor will such compliance conflict with or result in the breach of any term, provision, covenant or condition of any agreement or other instrument to which the Company is a party or by which it may be bound, or, which with the giving of notice or lapse of time, or both, constitute an event of default thereunder.

10. REGISTRATION RIGHTS.

10.1 Commencing on the date hereof, the Holder shall have “piggy back” registration rights with respect to the Conversion Shares and any and all other shares of Common Stock owned by the Holder as of the date hereof (as such, the “Registrable Securities”). The Company shall advise the Holder or its permitted transferees, by written notice at least 30 days prior to the filing of any registration statement or post-effective amendment thereto under the Securities Act covering any securities of the Company, for its own account or for the account of others (other than a registration statement on Form S-4 or S-8 or any successor forms thereto), and will, upon the request of the Holder, include in any such post-effective amendment or registration statement, such information as may be required to permit a public offering of, all or any of the Registrable Securities. The Company shall supply prospectuses and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities, use its reasonable efforts to register and qualify any of the Registrable Securities for sale in such states as such Holder designates, provided that the Company shall not be required to qualify as a foreign corporation or a dealer in securities or execute a general consent to service of process in any jurisdiction in any action, and do any and all other acts and things which may be reasonably necessary or desirable to enable such Holder to consummate the public sale or other disposition of the Registrable Securities (it being understood that the Company, in its sole discretion, has the right not to request acceleration of effectiveness of any such registration statement). The Holder shall promptly furnish all necessary information requested by the Company in connection with said registration statement. The Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder of Registrable Securities requested to be included in the registration statement. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advises the Company or the Holder of Registrable Securities that the total amount of securities which they intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered for the accounts of Holder of Registrable Securities shall be eliminated, reduced, or limited to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, if any, recommended by such managing underwriter or underwriters (which reduction or elimination shall be pro rata with the reduction of, or consistent with the elimination of, all securities of other selling securityholders in the registration statement) and shall be subject to (i) the number of securities which the Company proposes to offer and sell for its own account in such offering and (ii) any other registration rights granted to other shareholders or securityholders of the Company that are in effect on the date thereof (any such reduction or limitation in the total amount of Registrable Securities to be included in such offering to be borne by the Holder of Registrable Securities proposed to be included therein pro rata). The Holder will be responsible for and shall pay its own legal fees and expenses and any underwriting discounts and commissions and non-accountable expense allowances on the securities sold by such Holder and shall not be responsible for any other expenses of such registration.

10.2 Notwithstanding anything contained herein to the contrary, a Registrable Security shall cease to be Registrable Security (and the piggy-back registration rights set forth in this Section 10 shall not apply) for so long as (a) a registration statement with respect to the sale of such Registrable Securities is declared effective by the Securities and Exchange Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective registration statement, (b) such Registrable Securities have been previously sold by the Holder in accordance with Rule 144 promulgated under the Securities Act, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 or other exemption from registration as set forth in a written opinion letter of counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent of the Company and the Holder.

Signature on the Following Page

In Witness Whereof, the parties hereto have caused this Note to be signed by its duly authorized officers on the date hereinabove written.

	Brain Scientific Inc.

	By:	/s/ Boris Goldstein
	Name:	Boris Goldstein
	Title:	Chairman of the Board

	Holder:

	/s/ Thomas J. Caleca
	Name:	Thomas J. Caleca

Signature Page to Convertible Grid Promissory Note

APPENDIX A

Attached to and forming part of a

Convertible Grid Promissory Note from Brain Scientific Inc., as Borrower

And Thomas J. Caleca, as Holder,

Dated April 21, 2020

DATE	AMOUNT ADVANCED		AMOUNT REPAID	OUTSTANDING PRINCIPAL BALANCE		NOTATION BY
April 21, 2020	$	25,000		$	25,000
May 12, 2020	$	25,000		$	50,000
June 5, 2020	$	25,000		$	75,000
June 30, 2020	$	25,000		$	100,000
July 21, 2020	$	25,000		$	125,000

Signature Page to Convertible Grid Promissory Note

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 SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

April 21, 2020

Brain Scientific Inc.

Common Stock Purchase Warrant

_________________

THIS CERTIFIES THAT, for value received, Thomas J. Caleca, or its registered assigns (the “Purchaser”), is entitled to subscribe for and purchase from Brain Scientific Inc., a Nevada corporation (the “Company”), at any time commencing on the eighteen (18) month anniversary of the date hereof (as may be accelerated pursuant to Section 2(d)) and expiring on the five (5) year anniversary of the date hereof (the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

This Warrant is subject to the following terms and conditions:

1. Shares. The Purchaser has, subject to the terms set forth herein, the right to purchase, at any time during the Warrant Exercise Term, up to seven hundred fifty thousand (750,000) shares (the “Shares”) of the Company’s common stock, par value $0.001 (“Common Stock”), at a per share exercise price of $0.80 (the “Exercise Price”). The Exercise Price is subject to adjustment as provided in Section 3 hereof.

2. Exercise of Warrant.

(a) Exercise. This Warrant may be exercised by the Purchaser at any time during the Warrant Exercise Term, in whole or in part, by delivering the notice of exercise attached as Exhibit A hereto (the “Notice of Exercise”), duly executed by the Purchaser to the Company at its principal office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer of immediately available funds or by check payable to the order of the Company, of the amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of this Warrant pursuant to this Section 2(a) shall have been made.

(b) Issuance of Certificates. As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section 2(a) hereof, the Company, at its expense, shall cause to be issued in the name of and delivered to the Purchaser (i) a certificate or certificates for the number of validly issued, fully paid and non-assessable Shares to which the Purchaser shall be entitled upon such exercise and, if applicable, (ii) a new warrant of like tenor to purchase all of the Shares that may be purchased pursuant to the portion, if any, of this Warrant not exercised by the Purchaser. The Purchaser shall for all purposes hereof be deemed to have become the Purchaser of record of such Shares on the date on which the Notice of Exercise and payment of the Purchase Price in accordance with Section 2(a) hereof were delivered and made, respectively, irrespective of the date of delivery of such certificate or certificates, except that if the date of such delivery, notice and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such Shares at the close of business on the next succeeding date on which the stock transfer books are open.

(c) Taxes. The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such Shares, shall be made without charge to the Purchaser for any tax or other charge of whatever nature in respect of such issuance and the Company shall bear any such taxes in respect of such issuance.

(d) Notwithstanding anything to the contrary herein, the commencement of the Warrant Exercise Term shall accelerate in full upon a Change of Control of the Company. For purposes of this Warrant, a “Change of Control of the Company” shall be deemed to have occurred if: (i) any person (including any individual, firm, partnership or other entity) together with all Affiliates and Associates (as defined under Rule 12b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such person (but excluding (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (B) a corporation or other entity owned, directly or indirectly, by the equity holders of the Company in substantially the same proportions as their ownership of the Company (a “Similarly Owned Company”) or (C) the Company or any subsidiary of the Company) first becomes the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; (ii) the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the consummation a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets to a person or persons that is not or are not a Similarly Owned Company. In no instance shall a public or private offering of the Company’s securities that is primarily for capital raising purposes or compensatory purposes be deemed to constitute a Change of Control of the Company.

3. Adjustment of Exercise Price and Number of Shares.

(a) Adjustment for Reclassification, Consolidation or Merger. If while this Warrant, or any portion hereof, remains outstanding and unexpired there shall be (i) a reorganization or recapitalization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation or other entity in which the Company shall not be the surviving entity, or a reverse merger in which the Company shall be the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other corporation or other entity in one transaction or a series of related transactions, then, as a part of such reorganization, recapitalization, merger, consolidation, sale or transfer, unless otherwise directed by the Purchaser, all necessary or appropriate lawful provisions shall be made so that the Purchaser shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the greatest number of shares of capital stock or other securities or property that a holder of the Shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, recapitalization, merger, consolidation, sale or transfer if this Warrant had been exercised immediately prior to such reorganization, recapitalization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 3. If the per share consideration payable to the Purchaser for Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. The foregoing provisions of this paragraph shall similarly apply to successive reorganizations, recapitalizations, mergers, consolidations, sales and transfers and to the capital stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Purchaser after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable or issuable after such reorganization, recapitalization, merger, consolidation, sale or transfer upon exercise of this Warrant.

(b) Adjustments for Split, Subdivision or Combination of Shares. If the Company shall at any time subdivide (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition hereunder, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock subject to acquisition upon exercise of the Warrant will be proportionately increased. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition hereunder, then, after the record date for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock subject to acquisition upon exercise of the Warrant will be proportionately decreased.

(c) Adjustments for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available to it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 3.

(d) Notice of Adjustments. Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable upon the exercise of this Warrant, then, and in each such case, the Company, within 30 days thereafter, shall give written notice thereof to the Purchaser at the address of such Purchaser as shown on the books of the Company, which notice shall state the Exercise Price as adjusted and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation of each.

4. NOTICE. Where this Warrant provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Purchaser, to its address as set forth in the books and records of the Company from time to time or, if to the Company, to its principal office.

5. Legends. Each certificate evidencing the Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend substantially in the following form:

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 SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

6. Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Shares evidenced by such certificate will not violate the Act or any applicable state securities laws.

7. Fractional Shares. No fractional Shares will be issued in connection with any exercise hereunder. Instead, the Company shall round up, as nearly as practicable to the nearest whole Share, the number of Shares to be issued. This Warrant may only be exercised for whole shares.

8. Rights of Stockholders. Except as expressly provided in Section 3(c) hereof, the Purchaser, as such, shall not be entitled to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have been issued, as provided herein.

9. Representations and Warranties.

(a) The Purchaser hereby represent, warrant and acknowledge to the Company that:

(A) It has taken all action required to authorize and execute this Warrant and the carrying out of its provisions, including the due authorization by the its Board of Directors, and this Warrant is a binding obligation of the Purchaser enforceable in accordance with its terms.

(B) Neither the execution and delivery of this Warrant, nor the consummation by the Purchaser of any of the transactions contemplated hereby, will result in a breach of any applicable statute or regulation, or of any administrative or court order or decree; nor will such compliance conflict with or result in the breach of any term, provision, covenant or condition of any agreement or other instrument to which the Purchaser is a party or by which it may be bound, or, which with the giving of notice or lapse of time, or both, constitute an event of default thereunder.

(C) (i) It have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company, this Warrant and the Common Stock; (ii) its investment in restricted securities is reasonable in relation to its net worth; (iii) it has experience in investments in restricted and publicly traded securities, and it have experience in investments in speculative securities and other investments that involve the risk of loss of investment; (iv) an investment in this Warrant and the Common Stock is speculative and involves the risk of loss and it has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors; (v) it can afford the risk of loss of its entire investment in the Company; and (vi) it is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

9.2 The Company hereby represent, warrant and acknowledge to the Purchaser that:

(a) It has taken all action required to authorize and execute this Warrant and the carrying out of its provisions, including the due authorization by the its Board of Directors, and this Warrant is a binding obligation of the Company enforceable in accordance with its terms.

(b) Neither the execution and delivery of this Warrant, nor the consummation by the Company of any of the transactions contemplated hereby, will result in a breach of any applicable statute or regulation, or of any administrative or court order or decree; nor will such compliance conflict with or result in the breach of any term, provision, covenant or condition of any agreement or other instrument to which the Company is a party or by which it may be bound, or, which with the giving of notice or lapse of time, or both, constitute an event of default thereunder.

10 Miscellaneous.

(a) This Warrant and disputes arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law rules.

(b) The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

(d) The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company and of the Purchaser and of the Shares issued or issuable upon the exercise hereof.

(e) This Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject hereof.

(f) The Company shall not, by amendment of the Certificate of Incorporation or Bylaws, or through any other means, directly or indirectly, avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Purchaser contained herein against impairment.

(g) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at its expense, will execute and deliver to the Purchaser, in lieu thereof, a new Warrant of like date and tenor.

(h) This Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Purchaser.

11 Registration Rights.

(a) During the Warrant Exercise Term and continuing thereafter, the Purchaser shall have “piggy back” registration rights with respect to the Shares (as such, the “Registrable Securities”). The Company shall advise the Purchaser or its permitted transferees, by written notice at least 30 days prior to the filing of any registration statement or post-effective amendment thereto under the Securities Act covering any securities of the Company, for its own account or for the account of others (other than a registration statement on Form S-4 or S-8 or any successor forms thereto), and will, upon the request of the Purchaser, include in any such post-effective amendment or registration statement, such information as may be required to permit a public offering of, all or any of the Registrable Securities. The Company shall supply prospectuses and such other documents as the Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities, use its reasonable efforts to register and qualify any of the Registrable Securities for sale in such states as such Purchaser designates, provided that the Company shall not be required to qualify as a foreign corporation or a dealer in securities or execute a general consent to service of process in any jurisdiction in any action, and do any and all other acts and things which may be reasonably necessary or desirable to enable such Purchaser to consummate the public sale or other disposition of the Registrable Securities (it being understood that the Company, in its sole discretion, has the right not to request acceleration of effectiveness of any such registration statement). The Purchaser shall promptly furnish all necessary information requested by the Company in connection with said registration statement. The Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Purchaser of Registrable Securities requested to be included in the registration statement. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advises the Company or the Purchaser of Registrable Securities that the total amount of securities which they intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered for the accounts of Purchaser of Registrable Securities shall be eliminated, reduced, or limited to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, if any, recommended by such managing underwriter or underwriters (which reduction or elimination shall be pro rata with the reduction of, or consistent with the elimination of, all securities of other selling securityholders in the registration statement) and shall be subject to (i) the number of securities which the Company proposes to offer and sell for its own account in such offering and (ii) any other registration rights granted to other shareholders or securityholders of the Company that are in effect on the date thereof (any such reduction or limitation in the total amount of Registrable Securities to be included in such offering to be borne by the Purchaser of Registrable Securities proposed to be included therein pro rata). The Purchaser will be responsible for and shall pay its own legal fees and expenses and any underwriting discounts and commissions and non-accountable expense allowances on the securities sold by such Purchaser and shall not be responsible for any other expenses of such registration.

(b) Notwithstanding anything contained herein to the contrary, a Registrable Security shall cease to be Registrable Security (and the piggy-back registration rights set forth in this Section 11 shall not apply) for so long as (a) a registration statement with respect to the sale of such Registrable Securities is declared effective by the Securities and Exchange Commission under the Securities Act and such Registrable Securities have been disposed of by the Purchaser in accordance with such effective registration statement, (b) such Registrable Securities have been previously sold by the Participant in accordance with Rule 144 promulgated under the Securities Act, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 or other exemption from registration as set forth in a written opinion letter of counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent of the Company and the Purchaser.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

Brain Scientific Inc.

By:	/s/ Boris Goldstein
	Name:	Boris Goldstein
	Title:	Chairman of the Board

/s/ Thomas J. Caleca
Thomas J. Caleca

EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of Warrant)

To:

The undersigned, the holder of a right to purchase Common Stock of Brain Scientific Inc., a Nevada corporation (the “Company”) pursuant to that certain Common Stock Purchase Warrant of the Company (the “Warrant”), dated as of April 21, 2020, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _____________ shares of Common Stock of the Company and herewith makes payment of __________________ ($_____________) therefor by the following method: _______________________

The undersigned represents that it is acquiring such securities for its own account for investment and not with a view to or for sale in connection with any distribution thereof.

DATED: ______________

	HOLDER:

	By:
	Name:

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 time to time, which shall be made by the Holder on the dates specified therein, in an amount of One Hundred Twenty Five Thousand Dollars ($125,000) in the aggregate, or so much thereof as has been advanced to the Company by the Holder from time to time hereunder, without demand, on the Maturity Date (as hereinafter defined). This Note shall bear interest on the unpaid balances at a fixed simple rate of twelve percent (12%) per annum (subject to rate increase if the Company commits an Event of Default), commencing on the date of the respective advance. Interest shall be computed based on a 360-day year of twelve 30-day months and shall be payable quarterly. Except as set forth in Section 8.1, payment of all principal and interest due shall be in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment.

1. Definitions.

1.1 Definitions. The terms defined in this Section 1 whenever used in this Note shall have the respective meanings hereinafter specified.

“Common Stock” means the common stock, $0.001 per share, of the Company.

“Conversion Date” means any date of conversion of this Note pursuant to the terms hereof.

“Conversion Shares” means the Common Stock issued or issuable to the Holder upon the Conversion Date pursuant to Article 8.

“Event of Default” shall have the meaning set forth in Section 5.1.

“Holder” or “Holders” means the Person named above or any Person who shall thereafter become a recordholder of this Note in accordance with the terms hereof.

“Maturity Date” shall mean April 21, 2021.

“Note” means this Convertible Grid Promissory Note, including Appendix A hereto, as amended, modified or restated.

“Securities Act” means the United States Securities Act of 1933, as amended.

2. GENERAL PROVISIONS.

2.2 Prepayment; Redemption. This Note may not be prepaid by the Company in whole or in part without the prior written consent of the Holder.

3. STATUS; RESTRICTIONS ON TRANSFER.

4. COVENANTS. In addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that so long as this Note shall be outstanding:

4.1 Payment of Note. The Company will punctually, according to the terms hereof, within ten (10) days after the Maturity Date, pay or cause to be paid all amounts due under this Note.

4.4 Use of Proceeds. The Company shall use the proceeds of this Note for general working capital.

5. REMEDIES.

5.1 Events of Default. “Event of Default” wherever used herein means any one of the following events:

(f) It becomes unlawful for the Company to perform or comply with its obligations under this Note.

6. [INTENTIONALLY OMITTED].

7. MISCELLANEOUS.

7.5 Headings. The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.

7.6 Amendments. This Note may be amended or waived only with the written consent of the Company and the Holder.

8. CONVERSION OF NOTE.

8.1 Conversion.

(a) Conversion.

8.2 Delivery of Securities Upon Conversion.

(a) As soon as is practicable after a Conversion Date, the Company shall deliver to the Holder a certificate or certificates evidencing the Conversion Shares issuable to the Holder.

9. REPRESENTATIONS AND WARRANTIES.

9.1 Representations and Warranties of Holder. The Holder hereby represent, warrant and acknowledge to the Company that:

9.2 Representations and Warranties of the Company. The Company hereby represent, warrant and acknowledge to the Holder that:

10. REGISTRATION RIGHTS.

Signature on the Following Page

In Witness Whereof, the parties hereto have caused this Note to be signed by its duly authorized officers on the date hereinabove written.

Brain Scientific Inc.

	By:	/s/ Boris Goldstein
	Name:	Boris Goldstein
	Title:	Chairman of the Board

	Holder:

	/s/ Andrew Brown
	Name:	Andrew Brown

Signature Page to Convertible Grid Promissory Note

APPENDIX A

Attached to and forming part of a

Convertible Grid Promissory Note from Brain Scientific Inc., as Borrower

And Andrew Brown, as Holder,

Dated April 21, 2020

DATE	AMOUNT ADVANCED		AMOUNT REPAID	OUTSTANDING PRINCIPAL BALANCE		NOTATION BY
April 21, 2020	$	25,000		$	25,000
May 12, 2020	$	25,000		$	50,000
June 5, 2020	$	25,000		$	75,000
June 30, 2020	$	25,000		$	100,000
July 21, 2020	$	25,000		$	125,000

Signature Page to Convertible Grid Promissory Note

Exhibit 10.4

WARRANT

April 21, 2020

Brain Scientific Inc.

Common Stock Purchase Warrant

THIS CERTIFIES THAT, for value received, Andrew Brown, or its registered assigns (the “Purchaser”), is entitled to subscribe for and purchase from Brain Scientific Inc., a Nevada corporation (the “Company”), at any time commencing on the eighteen (18) month anniversary of the date hereof (as may be accelerated pursuant to Section 2(d)) and expiring on the five (5) year anniversary of the date hereof (the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

This Warrant is subject to the following terms and conditions:

2. Exercise of Warrant.

3. Adjustment of Exercise Price and Number of Shares.

5. Legends. Each certificate evidencing the Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend substantially in the following form:

9. Representations and Warranties.

(a) The Purchaser hereby represent, warrant and acknowledge to the Company that:

9.2 The Company hereby represent, warrant and acknowledge to the Purchaser that:

10 Miscellaneous.

(a) This Warrant and disputes arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law rules.

(b) The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

(e) This Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject hereof.

(h) This Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Purchaser.

11 Registration Rights.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

Brain Scientific Inc.

By:	/s/ Boris Goldstein
	Name:	Boris Goldstein
	Title:	Chairman of the Board

/s/ Andrew Brown
Andrew Brown

EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of Warrant)

To:

The undersigned represents that it is acquiring such securities for its own account for investment and not with a view to or for sale in connection with any distribution thereof.

DATED: ___________________

	HOLDER:

	By:
	Name: