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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): January 13, 2022

 

 

 

BRAIN SCIENTIFIC INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   333-209325   81-0876714
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

6700 Professional Parkway

Lakewood Ranch, Florida 34240

(Address of Principal Executive Office) (Zip Code)

 

(917) 388-1578

(Registrant’s telephone number, including area code)

 

 

 

(Former Name or 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:

 

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
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by checkmark 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. ☐

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

Item 7.01 Regulation FD Disclosure.

 

Pursuant to Regulation FD, Brain Scientific Inc. (the “Company”) hereby furnishes investor presentation materials in the form of a power point presentation and description of the Company’s potential technology and product offerings (the “Presentation Material”) written by the Company to update current shareholders as well potential investors of the Company’s business strategy. The Company will present the Presentation Material to investors, shareholders and/or customers on or after January 13, 2022.

 

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act or 1934 or the Securities Act of 1933. The Presentation Material can also be found on our website at https://brainscientific.com.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Presentation Material

 

 

 

 

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, hereunto duly authorized.

 

  BRAIN SCIENTIFIC INC.
     
Dated: January 13, 2022 By:   /s/ Hassan Kotob
    Hassan Kotob
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Investment Overview Jan 2022 1

 

INVESTMENT OVERVIEW LEGAL DISCLAIMER THIS DOCUMENT HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY . This document contains summary information about Brain Scientific Inc. (“Brain Scientific”). It does not purport to be complete, and no representations or warranties about such information are made by Brain Scientific or its representatives. This document does not constitute an offer to sell or a solicitation of an offer to purchase any securities of Brain Scientific. Any such offer will be made only pursuant to an effective registration statement or an exemption from registration. This document contains forward - looking statements relating to future events or the future financial performance and operations of Brain Scientific. 2 Forward - looking statements, which involve assumptions and describe Brain S c i en t i fi c ’ s intent, belief or current expectations about its business opportunities, prospects, performance and results, are generally identifiable by the use of the words “may,” “could,” “should,” “will,” “would,” “expect,” “anticipate,” “plan,” “potential,” “estimate,” “believe,” “intend,” “project,” “forecast,” the negative of such words and other variations on such words or similar terminology. These forward - looking statements are not guarantees of future performance and by their nature involve known and unknown risks and uncertainties that may cause actual opportunities, prospects, performance and results to vary from those presented in this document, and those variances may be material. In evaluating such statements, prospective investors should carefully consider the various risks and uncertainties identified in Brain S c i e n t i fi c ’ s public filings with the Securities and Exchange Commission, such as market risk, liquidity risk, competitive risk, regulatory risk and other commonly recognized forms of risk relating to Brain Scientific and its securities. In light of these risks, uncertainties and assumptions, the forward - looking events discussed in this document might not occur. Brain Scientific is not obligated to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise. No independent party has audited the forecasts, if any, set forth herein, nor has any independent party undertaken to confirm that any hypothetical performance or other performance that may be set forth herein adheres to the assumptions or conditions specified herein.

 

A MEDTECH COMPANY Piezo Motion & Brain Scientific founded by researchers and career scientists The companies invested 20M+ in developing, refining and patenting the technologies but never commercialized BREAKTHROUGH Proven management team joins to commercialize and scale businesses Market strategy defined , sales and marketing teams onboard Growing pipeline and scaling manufacturing TURNAROUND Commercial stage MedTech company Disruptive technology in $3B market Public company (OTC:BRSF) up - listing to NASDAQ in 2022 Capital raise in a convertible note upon NASDAQ listing OPPORTUNITY 3

 

$2.0B $2.1B $2.2B $2.3B $2.4B $1.0B $1.1B $1.2B $1.3B $1.5B $3.0B $3.2B $3.4B $3.6B $3.9B 2021 2022 2023 2024 2025 We are selling into large, growing markets with a lot of potential for an innovative entrant Our disruptive solutions are poised to quickly expand in these markets EEG DEVICES MOTION PRODUCTS TOTAL TOTAL ADDRESSABLE MARKET Sources: Statista, Industry and Research Reports, Competitor Public Statements, Our Research & Analysis 4

 

DISRPUTING NEUROLOGY Hospital System Opportunity: • To date, the company has focused its sales efforts to hospitals only • AHA estimates only 30% of US hospitals have routine EEG equipment • In the US, twenty states have less than 10 Neurotechs to every 10,000 patients • Existing EEG systems are costly and consume too much space 5

 

ALZHEIMER’S DISEASE MILLION (USA) MILLION (USA) 795 THOUSAND (USA) 264 MILLION (GLOBALLY) MILLION (GLOBALLY) MILLION (USA) EPILEPSY SLEEP DISORDERS ADHD IN CHILDREN DEMENTIA DEPRESSION STROKE MIGRAINE MILLION (GLOBALLY) MILLION (GLOBALLY) MARKET DEMAND 5 2.5 50 6 6.1 30 50 50 - 70 MILLION (USA) TRAMATIC BRAIN INJURY

 

• Massive greenfield market opportunities • Aging population in need of more diagnostics • Wearables becoming widely adopted for monitoring • Neuro - telemedicine opening new untapped markets UNTAPPED MARKETS Pain Management Clinics Sleep Labs Nursing Homes Athletic Departments Mobile Clinics 7

 

LINEAR MOTORS Our linear and mini linear motors can be used to make an incision smaller than the human hair . ROTARY MOTORS Our rotary and mini rotary motors can be used to precisely dispense prescription drugs over a long period of time from a small battery. Market Opportunity: • Medical devices require high precision, which traditional motors lack. Other motors also require a consistent energy source to hold position, which drains wearable batteries • Traditional motors are heavy and slow, which are inefficient for ER and ambulatory services Product Features & Benefits: • Up to 1000x more precise and 100x faster response than direct competitor (DC Motors) • Zero energy to hold position • 50 - 75% less weight than competitors • Zero electromagnetic issues OUR MOTION PRODUCTS 8

 

DC Technology $140 • Limited precision • Complex control • Heavy materials • Many parts • High precision • Sophisticated controls • Heavy materials • Complex parts Conventional Piezo $1,200 Our Innovative MOTION TECHNOLOGY $120 • Precise • Simple to control • Lightweight materials • Few parts DISRUPTING MOTION 9

 

10 High precision, fast response and high speed make our linear motors an improved solution for automated microscope stages. In automated step, scan systems for analysis of large area, or multiplate samples, this enables throughput and productivity to be greatly improved. MICROSCOPE STAGES MICRO DOSING PUMP Fluid delivery syringe pumps can benefit from our power dense and precise direct drive piezo technology. Direct drive reduces complexity. Higher precision enables use of higher concentration solutions hence extending use cycles and reducing downtime. Our precise, high - speed and fast response motion products are well - suited to the requirements for increasing numbers of electronic autoinjectors and jet injectors. More treatments are being enabled for wearable drug treatment as well. ROBOTIC SURGERY MARKET DEMAND

 

Our motors can operate in high magnetic fields and provide motive power for devices such infusion pumps and ventilators where electromagnetic devices are impossible to use. INFUSION MRI PUMPS WEARABLE DISPENSERS Our motors offer power dense, lightweight and efficient motion with direct drive enabling the design of small and compact drug delivery systems. Increasing numbers of treatments are being enabled for wearable drug treatment. Infusion and syringe pumps are widely used for continuous drug delivery. Our direct drive piezo motion can improve precision of delivery enabling smaller doses using higher concentration drugs and reducing the number of refills and patient disruption. SYRINGE PUMPS UNTAPPED MARKETS 11

 

INTELLECTUAL PROPERTY 15 US Patents 25 World Patents 7 Trade Secrets 2 FDA Cleared Products (510k) 12

 

HASSAN KOTOB CHAIRMAN & CEO 29 years of experience bringing innovative technologies to the market, growing businesses, and creating significant shareholder value Founder and CEO of North Plains, a software solution that pioneered the market for enterprise digital asset management; sold to AKKR President of CText, a company that revolutionized the publishing industry; sold to a strategic buyer President and CEO of Medasys/Digital Design Systems, a first mover in PACS and telemedicine ; Initial Public Offering • Drove both organic growth and equity funded expansions and acquisitions • Drove strategic, PE sale or public listing based upon best value to shareholders and sustained growth to organization • At the time of exit, secured high market valuations up to 10x revenue or 20x EBITDA . HIGHLIGHTS 13

 

PROPOSED FINANCING Financing of up to $20M – $6M already secured Note converts at a price of $0.25 at uplist to NASDAQ, maturity (4/1/23), or voluntary conversion Convertible promissory note with 10% interest plus 50% warrant coverage issued at uplist to NASDAQ or maturity Warrants convertible at $0.40 are issued at uplist to NASDAQ or maturity and have a 4 - year life Company goal is to up - list in 2022 14

 

Investment Overview Jan 2022 Thank You 15