AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2020
REGISTRATION NO. 333-236152
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 3)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRAIN SCIENTIFIC INC.
(Exact name of registrant as specified in its charter)
Nevada | 3841 | 81-0876714 | ||
(State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
67-35 St., B520
Brooklyn, New York 11232
(917) 388-1578
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Boris Goldstein
67-35 St., B520
Brooklyn, New York 11232
(917) 388-1578
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Arthur S. Marcus, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: (212) 930-9700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
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. ☒
(COVER CONTINUES ON FOLLOWING PAGE)
Explanatory Note
Brain Scientific Inc. (the “Registrant”) is filing this amendment #3 (the “Amendment”) to its Registration statement on Form S-1 Registration Statement No. 333-236152 (the “Registration Statement”) to re-file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this Explanatory Note, , the signature page, the Exhibit Index and Exhibit 5.1. The remainder of the Registration Statement is unchanged and therefore has not been included in the Amendment.
Item 16. Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on July 16, 2020.
Brain Scientific Inc. | ||
By: | /s/ Boris Goldstein | |
Name: | Boris Goldstein | |
Title: | Chairman of the Board and Executive Vice President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Boris Goldstein | July 16, 2020 | |
Boris Goldstein | ||
Chairman of the Board and Executive Vice President (Principal Executive Officer) | ||
/s/ Mark Corrao | July 16, 2020 | |
Mark Corrao | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
/s/ Vadim Sakharov | July 16, 2020 | |
Vadim Sakharov | ||
Director, President and Chief Technology Officer | ||
/s/ Nickolay Kukekov | July 16, 2020 | |
Nickolay Kukekov | ||
Director |