AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2020
REGISTRATION NO. 333-236152
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 3)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRAIN SCIENTIFIC INC.
(Exact name of registrant as specified in its charter)
Nevada | 3841 | 81-0876714 | ||
(State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
67-35 St., B520
Brooklyn, New York 11232
(917) 388-1578
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Boris Goldstein
67-35 St., B520
Brooklyn, New York 11232
(917) 388-1578
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Arthur S. Marcus, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: (212) 930-9700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
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. ☒
(COVER CONTINUES ON FOLLOWING PAGE)
Explanatory Note
Brain Scientific Inc. (the “Registrant”) is filing this amendment #3 (the “Amendment”) to its Registration statement on Form S-1 Registration Statement No. 333-236152 (the “Registration Statement”) to re-file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this Explanatory Note, , the signature page, the Exhibit Index and Exhibit 5.1. The remainder of the Registration Statement is unchanged and therefore has not been included in the Amendment.
Item 16. Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on July 16, 2020.
Brain Scientific Inc. | ||
By: | /s/ Boris Goldstein | |
Name: | Boris Goldstein | |
Title: |
Chairman of the Board and
Executive Vice President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Boris Goldstein | July 16, 2020 | |
Boris Goldstein | ||
Chairman of the Board and Executive Vice President (Principal Executive Officer) | ||
/s/ Mark Corrao | July 16, 2020 | |
Mark Corrao | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
/s/ Vadim Sakharov | July 16, 2020 | |
Vadim Sakharov | ||
Director, President and Chief Technology Officer | ||
/s/ Nickolay Kukekov | July 16, 2020 | |
Nickolay Kukekov | ||
Director |
Exhibit 5.1
July 15, 2020
Brain Scientific Inc.
67-35 St., B520
Brooklyn, New York 11232
Ladies and Gentlemen:
We have acted as counsel for Brain Scientific Inc., a Nevada corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Company’s registration statement on Form S-1 (the “Registration Statement”) with respect to the registration of an aggregate of 4,931,461 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, by the selling stockholders (the “Selling Stockholders”) listed in the Registration Statement. The Shares are being registered on behalf of the Selling Stockholders. The offering of the Shares will be as set forth in the prospectus contained in the Registration Statement, and as supplemented by one or more supplements to the prospectus (the “Prospectus”).
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed (i) that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.
The opinion expressed below is limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada and we express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours, | |
/s/Sichenzia Ross Ference LLP | |
Sichenzia Ross Ference LLP |
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
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