Besser James E Form 3 BRAIN SCIENTIFIC / MORGAN C. FRANK ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2022

3. Issuer Name and Ticker or Trading Symbol
BRAIN SCIENTIFIC INC. [ BRSF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	19,545,187	I	See Footnote(1)
Common Stock, $0.001 par value	12,816,831	I	See Footnote(2)
Common Stock, $0.001 par value	8,028,706	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	(4)	(5)	Common Stock, $0.001 par value	8,353,622	0.25	I	See Footnote(1)
Common Stock Purchase Warrant	(4)	(5)	Common Stock, $0.001 par value	4,784,294	0.25	I	See Footnote(2)
Common Stock Purchase Warrant	(4)	(5)	Common Stock, $0.001 par value	3,046,018	0.25	D(3)
Common Stock Purchase Warrant	10/02/2021	10/01/2031(6)	Common Stock, $0.001 par value	1,251,171	0.35	D(3)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JEB Partners, L.P.

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities and warrants are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The reported securities and warrants are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The reported securities and warrants are directly owned by James E. Besser in his personal capacity.

4. The reported warrants are exercisable as of the issue date, subject to certain conditions.

5. The reported warrants expire at 5:00pm E.D.T. on the fourth anniversary of the issue date, subject to certain conditions.

6. The reported warrants are subject to a blocker provision that prevents James E. Besser from exercising the warrants if he would be more than a 4.99% beneficial owner of the Common Stock, $0.001 par value, following such exercise. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Common Stock Purchase Warrant included as Exhibit 4.1 of the Issuer's 8-K filed on October 7, 2021, which is incorporated by reference.

	Manchester Management Company, LLC By: /s/ James E. Besser Managing Member	08/04/2022
	Manchester Management PR, LLC By: /s/James E. Besser Managing Member	08/04/2022
	Manchester Explorer, L.P. By: /s/James E. Besser Managing Member of the General Partner	08/04/2022
	JEB Partners, L.P. By: /s/James E. Besser, Managing Member of the General Partner	08/04/2022
	By: /s/ James E. Besser	08/04/2022
	By: /s/ Morgan C. Frank	08/04/2022
	** Signature of Reporting Person	Date
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