Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MANCHESTER MANAGEMENT CO LLC

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

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

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

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 Original Filed(Month/Day/Year)

(Street)

SAN JUAN, PR 00907

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
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⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907		X
MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907		X
Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907		X
JEB Partners, L.P. 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907		X
BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907		X
FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907		X

Signatures

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

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.

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