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): April 22, 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 (see General 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))

 

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. ☒


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

 

 

 

 

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 April 22, 2019, High Technology Capital Fund LP (the “Lender”) loaned to Brain Scientific Inc. (the “Company”) $25,000 (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.

 

 

 

 

 

 

 

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: May 21, 2019

 

 

BRAIN SCIENTIFIC INC.

 

 

 

By:

/s/ Boris Goldstein

 

Name:

Boris Goldstein

 

Title:

Chairman of the Board and Secretary