SEC Comment Letter for BRAIN SCIENTIFIC INC. (CIK 0001662382) — Dec 4, 2020
BRAIN SCIENTIFIC INC. (CIK 0001662382)
Date: Dec. 4, 2020 · CIK: 0001662382 · Accession: 0000000000-20-011649
AI Filing Summary & Sentiment
File numbers found in text: 024-11327
Letter
United States securities and exchange commission logo December 4, 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. 2 to Offering Statement on Form 1-A Filed November 25, 2020 File No. 024-11327 Dear Mr. Goldstein: We have reviewed your amended offering statement and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Amendment No. 2 to Offering Statement on Form 1-A General 1.Please revise Exhibit 12.1 to provide a binding obligation opinion for the warrants. Refer to Section II.B.1.f of Staff Legal Bulletin No. 19.
FirstName LastNameBoris Goldstein Comapany NameBrain Scientific Inc. December 4, 2020 Page 2 FirstName LastName Boris Goldstein Brain Scientific Inc. December 4, 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
December 4, 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. 2 to Offering Statement on Form 1-A
Filed November 25, 2020
File No. 024-11327
Dear Mr. Goldstein:
We have reviewed your amended offering statement and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 2 to Offering Statement on Form 1-A
General
1.Please revise Exhibit 12.1 to provide a binding obligation opinion for the warrants. Refer
to Section II.B.1.f of Staff Legal Bulletin No. 19.
FirstName LastNameBoris Goldstein
Comapany NameBrain Scientific Inc.
December 4, 2020 Page 2
FirstName LastName
Boris Goldstein
Brain Scientific Inc.
December 4, 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.