FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Cloutier Daniel Danny
  2. Issuer Name and Ticker or Trading Symbol
BRAIN SCIENTIFIC INC. [BRSF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BRAIN SCIENTIFIC INC., 6700 PROFESSIONAL PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021
(Street)

LAKEWOOD RANCH, FL 34240
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock (1) $ 0.29 02/03/2022   A   362,069     (1) 12/11/2031 Common Stock 362,069 $ 0 362,069 D  
Options to purchase Common Stock $ 0.12 08/19/2022   A   304,608 (2)     (2) 08/19/2027 Common Stock 304,608 $ 0 304,608 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cloutier Daniel Danny
C/O BRAIN SCIENTIFIC INC.
6700 PROFESSIONAL PARKWAY
LAKEWOOD RANCH, FL 34240
  X      

Signatures

 /s/ Daniel Cloutier   08/25/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 options were initially issued to Mr. Cloutier pursuant to a stock option agreement, dated December 10, 2021, whereby Mr. Cloutier was issued 61,140 options to purchase shares of common stock of the Issuer with an exercise price of $0.21. On February 3, 2022, the Issuer and Mr. Cloutier entered into an amended stock option agreement (the "Amendment") whereby (i) the number of options issued to Mr. Cloutier was amended to 362,069, and (ii) the exercise price was amended to $0.29. Pursuant to the Amendment, the options shall vest and become exercisable pursuant to the following schedule: 46,623 options vested and became exercisable on December 31, 2021, 89,277 options vested and became exercisable on March 31, 2022; 90,269 options shall become exercisable on June 30,2022, 91,261 options shall become exercisable on September 30,2022; and 44,639 options shall become exercisable on December 31, 2022.
(2) 304,608 stock options (the "Options") were granted to Mr. Kukekov on August 19, 2022 (the "Date of Grant"), pursuant to the Brain Scientific 2022 Stock Incentive Plan. The Options shall vest and become exercisable on the following schedule: (i) 61,552 Options shall vest immediately, (ii) 69,444 Options shall vest on August 30, 2022, (iii) 69,444 Options shall vest on September 30, 2022, (iv) 69,444 Options shall vest on October 30, 2022, and (v) 34,724 Options shall vest on November 15, 2022.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.