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 14, 2019
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.) |
205 East 42nd Street, 14th Floor
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(646) 388-3788
(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 (seeGeneral 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 |
On November 15, 2019, High Technology Capital Fund LP (the “Lender”) loaned to Brain Scientific Inc. (the “Company”) $10,000 (the “Loan”). Boris Goldstein, the Chairman of the Board of Directors, Secretary and Executive Vice President of the Company, is the managing partner of the Lender. The Company intends to use the proceeds from the Loan for the Company’s working capital and general corporate purposes. The Loan is non-interest bearing and has no maturity date, and is not evidenced by written documentation.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 14, 2019, Jesse W. Crowne, a member of the Board of Directors (the “Board”) of the Company, resigned from the Board, effective immediately. Mr. Crowne’s departure is not related to any disagreement with the Company’s accounting or operating policies or practices.
| Item 7.01 | Regulation FD Disclosure |
The Company is furnishing presentation materials included as Exhibit 99.1 to this current report pursuant to Item 7.01 of Form 8-K. The Company is not undertaking to update this presentation. The information in this current report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This current report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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 15, 2019
| | BRAIN SCIENTIFIC INC. |
| | |
| | By: | /s/Boris Goldstein |
| | Name: | Boris Goldstein |
| | Title: | Chairman of the Board and Secretary |
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