Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 1:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Brain Scientific Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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10488W109
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(CUSIP Number)
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December 31, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13G
1
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Names of Reporting Persons: Andrew M. Brown
|
|
2
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Check the appropriate box if a member of a Group (see instructions)
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(a) [ ]
(b) [ ]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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USA
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Number of Shares Beneficially Owned
by Each Reporting Person With:
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5
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Sole
Voting Power
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2,595,079
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6
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Shared
Voting Power
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0
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7
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Sole
Dispositive Power
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2,595,079
|
8
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Shared
Dispositive Power
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0
|
9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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2,595,079
shares
|
10
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Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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[
]
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11
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Percent
of class represented by amount in row (9)
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5.08%
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12
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Type
of Reporting Person (See Instructions)
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IN
|
|
|
|
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Item 1.
(a) Name
of Issuer: Brain Scientific Inc.
(b) Address
of Issuer’s Principal Executive Offices: 6700 Professional Parkway, Lakewood Ranch, Florida 34240
Item 2.
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(a)
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Name
of Person Filing: Andrew M. Brown
|
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(b)
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Address
of Principal Business Office or, if None, Residence: 99 Wall Street, Suite 2250, New
York, NY 10005
|
|
(c)
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Citizenship: United
States
|
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(d)
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Title
and Class of Securities: Common Stock, $0.001 par value
|
|
Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
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(a)
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[_] Broker or dealer registered under Section 15 of the Act;
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(b)
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[_] Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[_] Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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[_] Investment company registered under Section 8 of the Investment Company Act of 1940;
|
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(e)
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[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
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(f)
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[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940;
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(j)
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[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
|
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(a )
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Amount
Beneficially Owned: 2,595,079 shares; includes
136,016 shares issuable upon conversion of Convertible Grid Promissory Note dated April 21
2020, as amended, and 750,000 shares of Common Stock exercisable pursuant to a Warrant dated
April 21, 2020, as amended.
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(b) Percent
of Class: 5.08%
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 2,595,079 shares
(ii) Shared
power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 2,595,079
(iv)
Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [ ].
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person. 0
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person. Not Applicable
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Item 8.
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Identification and classification of members of the group. Not Applicable
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Item 9.
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Notice of Dissolution of Group. Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
/s/Andrew M. Brown
Name/Title: Andrew M. Brown
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional misstatements or
omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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