Amended Current Report Filing (8-k/a)
15 Dezembro 2021 - 12:51PM
Edgar (US Regulatory)
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2021-10-07
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): October 7, 2021
Brain
Scientific Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-209325
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81-0876714
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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125
Wilbur Place, Suite 170
Bohemia,
NY 11716
(Address
of Principal Executive Offices)
(917)
388-1578
(Registrant’s
telephone number, including area code)
Not
applicable
(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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Explanatory
Note
This
Amendment No. 1 on Form 8-K/A is being filed by Brain Scientific Inc. (the “Company,” “we,” “us,”
or “our”), to amend the Current Report on Form 8-K we filed on October 7, 2021 (the “Original Report”)
to provide the disclosures required by Item 9.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item
9.01(a)(4) of Form 8-K. Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
June 11, 2021, Brain Scientific Inc. (the “Company”) entered into an Agreement and
Plan of Merger and Reorganization (the “Merger Agreement”) with Piezo Motion Corp., a Delaware corporation
(“Piezo”), and BRSF Acquisition Inc., a Delaware corporation and wholly owned
subsidiary of the Company (“Merger Sub”). Pursuant to the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub was to be merged with and into Piezo, whereby Merger Sub would cease to exist and Piezo would survive
as a wholly owned subsidiary of the Company (the “Merger”). On October 1, 2021 the Company, Piezo and the Merger Sub
entered into an Amendment to Merger Agreement (the “Merger Agreement Amendment”) to revise certain provisions within the
Merger Agreement involving the post-Merger composition of Company management and certain post-Merger arrangements with the
Company’s outgoing principal executive officer, Boris Goldstein. The Merger was completed on October 1,
2021.
We
filed the Original Report describing the transactions contemplated by the Merger Agreement on October 7, 2021, and we are now filing
this amendment to include the historical financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired. The audited consolidated financial statements of Piezo Motion Corp. as of and for the
years ended December 31, 2020 and December 31, 2019, and the accompanying notes to the audited financial statements, are attached hereto
as Exhibit 99.1 and are incorporated herein by reference thereto. The unaudited financial statements
of Piezo Motion Corp. for the nine months ended September 30, 2021 and June 30, 2020, and the accompanying notes to the unaudited financial
statements, are attached hereto as Exhibit 99.2 and are incorporated herein by reference thereto.
(b)
Pro-forma Financial Information. The following information is attached hereto as Exhibit 99.3 and incorporated herein by reference
thereto:
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(i)
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Unaudited
Pro Forma Condensed Combined Financial Information of Brain Scientific Inc. and Piezo Motion
Corp as of and for the year ended December 31, 2020 and for the nine months ended September
30, 2021.
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(ii)
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Notes
to the Unaudited Pro Forma Condensed Combined Financial Information.
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(c)
Exhibits.
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 hereunto duly authorized.
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Brain Scientific
Inc.
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Dated: December 15, 2021
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By:
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/s/
Hassan Kotob
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Name:
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Hassan Kotob
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Title:
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Chief Executive
Officer
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2
Brain Scientific (CE) (USOTC:BRSF)
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