SEC Comment Letter for BRAIN SCIENTIFIC INC. (CIK 0001662382) — Nov 23, 2020
BRAIN SCIENTIFIC INC. (CIK 0001662382)
Date: Nov. 23, 2020 · CIK: 0001662382 · Accession: 0000000000-20-011171
AI Filing Summary & Sentiment
File numbers found in text: 024-11327
Letter
United States securities and exchange commission logo November 23, 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. 1 to Offering Statement on Form 1-A Filed November 12, 2020 File No. 024-11327 Dear Mr. Goldstein: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Amendment No. 1 to Offering Statement on Form 1-A General 1.Please refile Exhibit 6.1 to include the conformed signature of the signatory for the Dalmore Group, LLC and refile Exhibit 6.2 to include the conformed signature of the signatory for DealMaker. 2.Please revise Exhibit 12.1 to provide an opinion as to each of the components of the units, including both the warrants and the common stock that will be issued as part of the units. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.
FirstName LastNameBoris Goldstein Comapany NameBrain Scientific Inc. November 23, 2020 Page 2 FirstName LastName Boris Goldstein Brain Scientific Inc. November 23, 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, Division of Corporation Finance Office of Life Sciences cc: Arthur Marcus, Esq.
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United States securities and exchange commission logo
November 23, 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. 1 to Offering Statement on Form 1-A
Filed November 12, 2020
File No. 024-11327
Dear Mr. Goldstein:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Offering Statement on Form 1-A
General
1.Please refile Exhibit 6.1 to include the conformed signature of the signatory for the
Dalmore Group, LLC and refile Exhibit 6.2 to include the conformed signature of the
signatory for DealMaker.
2.Please revise Exhibit 12.1 to provide an opinion as to each of the components of the units,
including both the warrants and the common stock that will be issued as part of the units.
Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.
FirstName LastNameBoris Goldstein
Comapany NameBrain Scientific Inc.
November 23, 2020 Page 2
FirstName LastName
Boris Goldstein
Brain Scientific Inc.
November 23, 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,
Division of Corporation Finance
Office of Life Sciences
cc: Arthur Marcus, Esq.