AMENDMENT NO. 2 TO FORM 1-A
TIER II OFFERING
REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 25, 2020
SUBJECT TO COMPLETION
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such Final offering circular was filed may be obtained.
BRAIN SCIENTIFIC INC.
125 Wilbur Place, Suite 170
Bohemia, NY 11716
Phone: (917) 388-1578
Maximum of 1,111,111 Units,
Each Unit Consisting of Five (5) Shares of Common Stock, which equates to $1.80 per share, and
Warrant to Purchase One (1) Share of Common Stock
Price to Public | Broker-Dealer discount and commissions (1) | Proceeds to issuer (2) | Proceeds to other persons | |||||||||||||
Per Unit, each Unit consisting of five (5) shares of common stock, par value $0.001 and warrant to purchase one (1) share of common stock | $ | 9.00 | $ | 0.09 | $ | 8.91 | $ | - | ||||||||
Per share of common stock, par value $0.001, as included in the Unit | $ | - | $ | - | $ | - | $ | - | ||||||||
Per warrant to purchase one (1) share of common stock, par value $0.001, as included in the Unit | $ | - | $ | - | $ | - | $ | - | ||||||||
Total Maximum (3) | $ | 10,000,000 | $ | 100,000 | $ | 9,900,000 | $ | - |
(1) | Brain Scientific Inc. (the “Company”) is offering units of its securities, each unit consisting of five shares of common stock, par value $0.001, and a warrant to purchase one share of common stock, par value $0.001. The Company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”), to act as the broker-dealer of record in connection with this offering, but not for underwriting or placement agent services. This includes a 1% commission, but it does not include the one-time set-up fees payable by the Company to Dalmore. See “Plan of Distribution” for details. |
(2) | The Company expects that, not including state filing fees, the maximum amount of expenses of the offering that it will pay will be approximately $227,000 assuming that the maximum number of Units are sold in this offering. |
(3) | Including a maximum of 1,111,111 Units, consisting of a total of 5,555,556 shares of common stock, par value $0.001 per share, and warrants to purchase an aggregate of 1,111,111 shares of common stock, par value $0.001 per share. |
This offering (the “Offering”) will terminate at the earlier of (1) the date at which the maximum offering amount has been sold, (2) one hundred and eighty (180) days from the qualification of this circular or ______, 2021, or (3) the date at which the offering is earlier terminated by the Company at its sole discretion. Funds will be deposited into a segregated account maintained at Novation Solutions Inc. (O/A DealMaker, hereinafter “DealMaker”), who acts as the funds collection agent for the Offering. Dealmaker is an online platform administering this Offering for the benefit of the Company. The Offering is being conducted on a best-efforts basis with the targeted maximum offering amount (the “Maximum Offering Amount”) of $10,000,000. There is no minimum offering amount in this Offering. The Company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the Company assuming the Company has accepted the investors’ subscription for the Units. After the initial closing of this offering, we expect to hold closings on at least a monthly basis.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.
This offering is inherently risky. See “Risk Factors” on page 2.
Sales of these securities will commence on approximately _______, 2020.
The Company is following the “Offering Circular” format of disclosure under Regulation A.
The date of this offering circular is_______ __, 2020.
EXPLANATORY NOTE
The purpose of this Amendment No.2 to the Form 1-A and accompanying Offering Circular is to re-file certain exhibits (Exhibits 6.1, 7.1 and 12.1) included herewith. Accordingly, the Company has not made any changes other than to those exhibits and accordingly only the modified exhibits are included herein.
PART III—EXHIBITS
* Filed Herewith.
III-1
SIGNATURES
Brain Scientific Inc. | ||
By: | /s/ Boris Goldstein | |
Name: | Boris Goldstein | |
Title: | Chairman of the Board and Executive Vice President (Principal Executive Officer) |
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Boris Goldstein | November 24, 2020 | |
Boris Goldstein | ||
Chairman of the Board and Executive Vice President (Principal Executive Officer) | ||
/s/ Mark Corrao | November 24, 2020 | |
Mark Corrao | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
/s/ Nickolay Kukekov | November 24, 2020 | |
Nickolay Kukekov | ||
Director |
III-2