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 Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

125 Wilbur Place, Suite 170

Bohemia, NY 11716

(Address of Principal Executive Offices) (Zip Code)

 

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

 

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

 

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

 

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

 

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

 

Allonge to Vista Note

 

On February 8, 2021, Brain Scientific Inc. (the “Company”) entered into an Allonge #3 to Convertible Note (the “Allonge #3”), which amends that certain Convertible Note of the Company (the “Original Note”) in the original principal amount of $275,000 (the “Original Principal Amount”) dated December 31, 2019, in favor of Vista Capital Investments, LLC (“Vista”), as the Original Note was amended by that Allonge dated August 8, 2020 and that Allonge #2 dated as of October 29, 2020. The Allonge #3 amends the Original Note, as amended, by extending the maturity date thereof to May 1, 2021.

 

As consideration for the Allonge #3, the Original Principal Amount was increased by an additional ten percent, so that the outstanding balance of the Original Note as amended, after the Allonge #3, will be $395,307, and the Company agreed to issue 50,000 shares of its common stock to Vista (the “Consideration Shares”).

 

The foregoing is a brief description of the terms of the Allonge #3 and is qualified in its entirety by reference to the full text of the Allonge #3, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Loan Agreement

 

On February 9, 2021, the Company entered into a Loan Agreement (the “Loan Agreement”) with James Besser (the “Lender”), pursuant to which the Company borrowed $500,000 from the Lender (the “Loan”). The Loan shall be repaid in full upon the earlier of six months or the consummation of certain business combinations as specified in the Loan Agreement (the “Business Combination”). The interest rate is 10% per annum. In the event of a Business Combination, the Loan shall be converted into or credited towards or applied to the consideration paid or payable in respect of the Business Combination.

 

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 Consideration Shares is incorporated by reference herein. The Consideration Shares were 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   Allonge #3 to Promissory Note

 

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: February 12, 2021

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

 

 

2

 

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 terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Convertible Note.

 

The Company and the Holder agree that the Convertible Note shall be revised as follows:

 

1. Section l(a) of the Convertible Note shall be amended and replaced to read as follows:

 

“Payment of Principal. The “Maturity Date” shall May 1, 2021, as may be extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default.”

 

2. Section 5 of the Convertible Note shall be amended by adding the following to the end thereof:

 

“Notwithstanding the foregoing, the filing and effectiveness of the Company’s Registration Statement on Form S-1 (Registration No.: 333-236152) shall not be deemed a failure to register shares issuable upon conversion of this Note pursuant to this Section 5 and shall not result in any such liquidated damages.

 

3. As consideration for the amended terms as set forth in this Allonge, (a) the Original Principal Amount as of the date of this Allonge shall automatically and without any further action be increased by an amount equal to ten percent (10%) of such Original Principal Amount and (b) the Company shall, promptly after the execution and delivery of this Allonge, issue to the Holder fifty thousand (50,000) shares of restricted common stock of the Company. The outstanding balance of the Note, after this Allonge #3, will be $395,307.

 

This Allonge is intended to be attached to and made a permanent part of the Convertible Note.

 

Dated as of the 8th day of February, 2021.

 

Company: BRAIN SCIENTIFIC INC.
     
  By: /s/ Boris Goldstein
  Name:  Boris Goldstein
  Title: Chairman
     
Holder:

VISTA CAPITAL INVESTMENTS, LLC

     
  By: /s/ David Clark
  Name:  
  Title: