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 Incorporation) | File Number) | Identification Number) |
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)) |
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. ☐
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 |
| Item 5.02. | Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers. |
Directors Appointments
On November 8, 2021, the Board of Directors (the “Board”) of Brain Scientific Inc. (the “Company”) appointed Thomas Olivier, Donald MacKenzie, and Daniel Cloutier, as members of the Board, effective November 15, 2021 (the “Director Appointment”).
Family Relationships
Neither Mr. Olivier, Mr. MacKenzie nor Mr. Cloutier have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
Related Party Transactions
Neither Mr. Olivier, Mr. MacKenzie nor Mr. Cloutier have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
Compensatory Arrangements
There are no arrangements or understandings between each of Mr. Olivier, Mr. MacKenzie, or Mr. Cloutier with and any other persons pursuant to which either Mr. Olivier, Mr. MacKenzie or Mr. Cloutier were named as directors of the Company.
Officer Appointments
On November 8, 2021, the Board appointed Farid Anthony and Todd Eckler, respectively, as Chief Technology Officer and Chief Revenue Officer, of the Company (the “Officer Appointments”).
Farid Anthony, 40, Chief Technology Officer
Mr. Anthony brings a proven track record of success and over 25 years of experience, innovation, and achievement in various technology industries. Mr. Anthony started his career in 1998 as a founder of Triforce Technologies Inc., a private technology consulting and services company servicing the B2B sector. From late 2019 to 2021, he served as Chief Technology Officer at Luxury Presence, a silicon-valley company with an all-in-one platform providing real estate agents with a web presence, marketing tools and services, and access to an exclusive network of agents, brokers, and real estate experts. From 2019 to 2020, he served as Executive Director of Engineering at Bolt Mobility, a pioneer in consumer and B2B micro-mobility technology solutions. From 2016 to 2019, he served as Chief Technology Officer at North Plains Systems, which offers a suite of solutions for Brand Management, Multi-Channel Marketing, and Digital Asset Management. From 2014 to 2016, he served as Chief Technology Officer at CreativeDrive, a company offering graphic and multimedia design services, and a SaaS platform for Resource Management, Digital Asset Management, and Inventory Management. From 2007 to 2014, he served as Lead Engineer & Architect at Spoutloud Media Networks, a Through-Channel Marketing Automation company founded in 2006 with a mission of simplifying channel marketing. Mr. Anthony has an undergraduate degree from Florida Atlantic University.
Todd Eckler, 49, Chief Revenue Officer.
Mr. Eckler combines over 25 years of technology industry experience as a senior executive leading marketing, sales, and product teams for several companies. Mr. Eckler was the Chief Revenue Officer (“CRO”) for Piezo Motion from March 2021 before transitioning to CRO of Brain Scientific as part of the merger. Previously, Mr. Eckler was General Manager at IntelligenceBank, a leader in asset management software, from July 2018 until March 2021. He was Chief Revenue Officer for North Plains Systems, a global enterprise marketing automation platform, from May 2016 to July 2018 and President of CreativeDrive, global creative services and technology company, from May 2014 to May 2016. Starting in 1995, Mr. Eckler held vice president level management positions for various technology companies. He has an undergraduate degree from Johnson State College.
Neither Mr. Anthony nor Mr. Eckler have any family relationship with any director or executive officer, or a person nominated to be a director or executive officer of the Company. Messrs. Anthony and Eckler did not engage in any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. There are no arrangements or understandings between Messrs. Anthony and Eckler and any other person(s) pursuant to which Messrs. Anthony and Eckler were appointed as the Company's Chief Technology Officer and Chief Revenue Officer.
On November 10, 2021, the Company issued a press release announcing the Board Appointments. A copy of that press release is being filed with this Form 8-K as Exhibit 99.1.
1
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
|
Exhibit
Number |
Description | |
| 99.1 | Press Release, dated November 10, 2021 | |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
2
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: November 10, 2021
| BRAIN SCIENTIFIC INC. | ||
| By: | /s/ Hassan Kotob | |
| Name: | Hassan Kotob | |
| Title: | Chief Executive Officer | |
3
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 technology market and shape the future of life sciences.
“We are pleased to welcome Daniel Cloutier, Thomas Olivier, and Donald MacKenzie as new independent directors to the Brain Scientific board. We especially value the combined experience and proven track record they bring to the table,” states Hassan Kotob, Chairman and CEO. “They join Brain Scientific at an exciting time as we continue to disrupt the MedTech market, and we are confident they will provide the guidance needed to accelerate growth.”
Daniel Cloutier, as Founder and CEO of LOK Corporation, brings extensive experience and knowledge in sales strategy and global distribution. He received his education from HEC Montréal and has held positions as a director in multiple companies. “I am honored to be part of Brain Scientific and to play a pivotal role in uniting the company's global efforts in neurological products,” Cloutier stated.
Thomas Olivier, as Managing Director at Arrowroot Capital Management, brings more than 20 years of experience in investment banking, corporate legal advisory services, and building companies from the ground up. Tom received his bachelor’s degree in economics from Boston College and graduated from George Washington University with a J.D. “Brain Scientific is poised to achieve impressive levels of success and have a significant impact on the world, Tom Olivier states. “I am very excited to join Hassan and his team at Brain Scientific, as they drive innovative solutions to the quickly growing MedTech market.”
Donald MacKenzie, with over 30 years as a co-founder and senior managing director of Conway MacKenzie, Inc., is a recognized expert at orchestrating successful financial and operational restructuring and turnaround transactions. He also has a proven track record guiding successful mergers and acquisitions across industries. Donald Mackenzie stated, “I'm excited to join Brain Scientific as part of the company's leadership team and be a key contributor.”
About Brain Scientific
As a commercial-stage medical technology company with multiple patents and FDA-cleared products, Brain Scientific is committed to developing next-gen solutions that advance the future of neurodiagnostic and OEM medical devices. Brain Scientific has two product lines covering neurology and precision motion. The NeuroCap and NeuroEEG are smart neurological diagnostic devices that simplify administration, shorten scan time and cut costs. The Piezo Motion product line consists of ultra-efficient compact precision motors that will drive the next generation of medical devices. To learn more about Brain Scientific's corporate strategy, products, or investor relations, please visit brainscientific.com.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking
statements may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including
plans or objectives relating to the design, development and commercialization of EEG products and services and piezo motor technology,
(ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital
structure or other financial items, (iii) the Company's future financial performance, (iv) the successful integration of Piezo Motion
with and into Brain Scientific and (v) the assumptions underlying or relating to any statement described in points (i), (ii), (iii) or
(iv) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances
and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates
and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control
over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking
statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking
statements or cause actual results to differ materially from expected or desired results may include, without limitation, the Company's
inability to obtain additional financing, the significant length of time and resources associated with the development of products and
related insufficient cash flows and resulting illiquidity, the Company's inability to expand the Company's business, significant government
regulation of medical devices and the healthcare industry, lack of product diversification, volatility in the price of the Company's raw
materials, and the failure to implement the Company's business plans or strategies, including as a result of the closing of the merger
with Piezo Motion. Some of these and other factors are identified and described in more detail in the Company's filings with the SEC.
The Company does not undertake to update these forward-looking statements.
CONTACTS
INVESTORS
ir@brainscientific.com
MEDIA
pr@brainscientific.com