United States securities and exchange commission logo
December 4, 2020
Boris Goldstein
Chairman of the Board and Executive Vice President
Brain Scientific Inc.
67-35 St., B520
Brooklyn, NY 11232
Re: Brain Scientific
Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed November 25,
2020
File No. 024-11327
Dear Mr. Goldstein:
We have reviewed your
amended offering statement and have the following comment.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to this comment, we may have additional comments.
Amendment No. 2 to Offering Statement on Form 1-A
General
1. Please revise Exhibit
12.1 to provide a binding obligation opinion for the warrants. Refer
to Section II.B.1.f of
Staff Legal Bulletin No. 19.
Boris Goldstein
Brain Scientific Inc.
December 4, 2020
Page 2
You may contact Franklin Wyman at 202-551-3660 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at
202-551-
3625 with any other questions.
Sincerely,
FirstName LastNameBoris Goldstein
Division of Corporation
Finance
Comapany NameBrain Scientific Inc.
Office of Life Sciences
December 4, 2020 Page 2
cc: Arthur Marcus, Esq.
FirstName LastName