SEC Company Response from BRAIN SCIENTIFIC INC. (CIK 0001662382) — Dec 4, 2020
BRAIN SCIENTIFIC INC. (CIK 0001662382)
Date: Dec. 4, 2020 · CIK: 0001662382 · Accession: 0001213900-20-041146
AI Filing Summary & Sentiment
File numbers found in text: 024-11327
Referenced dates: December 4, 2020
Letter
Securities and Exchange Commission Division of Corporate Finance Offering Statement on Form 1-A Filed on September 23, 2020 File No. 024-11327
Re: Brain Scientific Inc. (the “Company”)
Dear Ada D. Sarmento, Mary Beth Breslin, Franklin Wyman and Angela Connell:
Please find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter of comments dated December 4, 2020 (the “Comment Letter”) relating to the Offering Statement on Form 1-A (the “Offering Statement”) as referenced above.
The Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated.
We have also updated the Offering Statement on Form 1-A/Amendment No. 3 (“Amendment No. 3”) which is submitted to the Commission simultaneously together with this letter. Please note that amendment No. only contains the forepart (the Form 1-A itself and on which there have been no changes made) and the Exhibit Index and revised exhibit (exhibit 12.1) that have been revised to reflect the Staff’s comments.
Comment:
General
Comment:
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.
Response:
We have revised Exhibit 12.1 to clearly provide an opinion that the warrants are a binding obligation of the Company under Nevada law.
Should you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, Esq. of Sichenzia Ross Ference LLP at (212) 930-9700.
Very truly yours,
By:
/s/ Arthur Marcus
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CORRESP
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filename1.htm
December 4, 2020
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Ada D. Sarmento, Mary Beth Breslin, Franklin Wyman and
Angela Connell
Re: Brain Scientific Inc. (the “Company”)
Offering Statement on Form 1-A
Filed on September 23, 2020
File No. 024-11327
Dear Ada D. Sarmento, Mary Beth Breslin, Franklin Wyman and
Angela Connell:
Please find below our
responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter of comments dated December 4, 2020 (the “Comment Letter”) relating
to the Offering Statement on Form 1-A (the “Offering Statement”) as referenced above.
The Company’s
responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained
in the Comment Letter has been restated.
We have also updated
the Offering Statement on Form 1-A/Amendment No. 3 (“Amendment No. 3”) which is submitted to the Commission
simultaneously together with this letter. Please note that amendment No. only contains the forepart (the Form 1-A itself and on
which there have been no changes made) and the Exhibit Index and revised exhibit (exhibit 12.1) that have been revised to reflect
the Staff’s comments.
Comment:
General
Comment:
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.
Response:
We have revised Exhibit 12.1 to clearly
provide an opinion that the warrants are a binding obligation of the Company under Nevada law.
Should you have any questions regarding
the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, Esq. of Sichenzia Ross Ference LLP
at (212) 930-9700.
Very truly yours,
By:
/s/ Arthur Marcus
Name:
Arthur Marcus
On behalf of Brain Scientific Inc.