ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT.
The info contained in Item 2.01 beneath regarding the varied agreements
described therein is integrated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS THE MERGER AND
RELATED TRANSACTIONS
Merger Agreement
As beforehand introduced in our Current Report on Form 8-Ok dated June 11,2021 and
filed with the SEC on June 16, 2021, 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 company
(“Piezo”), and BRSF Acquisition Inc., a Delaware company and wholly owned
subsidiary of the Company (“Merger Sub”). Pursuant to the phrases and topic to
the situations set forth in the Merger Agreement, Merger Sub was to be merged
with and into Piezo, whereby Merger Sub would stop 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 sure provisions inside
the Merger Agreement involving the post-Merger composition of Company administration
and sure post-Merger preparations with the Company’s outgoing principal
government officer, Boris Goldstein. The Merger was accomplished on October 1, 2021.
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At the efficient time of the Merger (the “Effective Time”), shares of frequent
inventory, par worth $0.0001 per share, of Piezo, representing all of Piezo’s issued
and excellent frequent inventory instantly previous to the Effective Time (the “Piezo
Shares”) have been transformed into an mixture of 29,520,452 shares of frequent inventory,
par worth $0.001 per share of the Company (the “Merger Shares”), with such
Merger Shares representing, upon issuance, 50% of the Company’s issued and
excellent frequent inventory on a totally diluted foundation. At the Effective Time, Piezo
had no excellent choices, warrants, convertible notes or different securities
exercisable for or convertible into shares of Piezo frequent inventory
At the Effective Time, the board of administrators of the Company (the “Board”) was
elevated from two administrators to 5 administrators. Boris Goldstein resigned because the
chairman and as a director of the Company and Hassan Kotob was appointed to fill
one of the board vacancies creates thereby. Nickolay Kukekov remained as a
director following the Effective Time. There are three current vacancies to the
Board. At the Effective Time, Boris Goldstein additionally resigned because the Company’s
principal government officer and from all different government officer positions then
held by him, Mark Corrao resigned because the Company’s chief monetary officer,
Hassan Kotob was appointed because the Company’s chief government officer, and
Bonnie-Jeanne Gerety was appointed because the Company’s chief monetary officer. At
the Effective Time, Boris Goldstein was appointed to serve, for a interval of one
yr, on a part-time foundation, as chief product officer of the Company’s wholly
owned subsidiary, MemoryMD, Inc., at a fee of $5,000 per 30 days.
In conjunction with the closing of the Merger, on October 1,2021 we entered into
an government employment settlement with Hassan Kotob (the “Kotob Employment
Agreement”), pursuant to which Mr. Kotob is serving as our Chief Executive
Officer and because the Chairman of our Board of Directors. Pursuant thereto, Mr.
Kotob is receiving a base annual wage of $390,000. Mr. Kotob can also be eligible
to obtain annual efficiency bonuses of not lower than $250,000 upon the Company
attaining sure agreed to milestones. Upon a termination of the Kotob
Employment Agreement by Mr. Kotob for good motive or by the Company with out
trigger, Mr. Kotob is entitled to proceed to obtain his then present base wage
till a date that’s the later of (A) the three yr anniversary of the graduation
date of the Kotob Employment Agreement, or (B) the 12 month anniversary of the
efficient date of such termination and can also be eligible to obtain a severance
bonus in an quantity equal to a pro-rata portion of the annual bonus to which Mr.
Kotob could have been entitled for the yr in which termination takes place. The
Kotob Employment Agreement will proceed till terminated by both occasion.
In conjunction with the closing of the Merger, and as a situation to the Merger,
the Company transferred all of the Company’s pre-Merger working property and
liabilities to the Company’s wholly-owned subsidiary, MemoryMD, Inc., such that
instantly following the closing of the Merger, the Company grew to become a holding
firm. The phrases and situations of the switch are set forth in the
Assignment and Assumption Agreement dated September 10, 2021 between the Company
and MemoryMD, Inc. (the “Assignment and Assumption Agreement”).
Effective September 28, 2021 and September 30, 2021, respectively, Boris
Goldstein and Vadim Sakharov entered into Assignment Agreements (the “Goldstein
Assignment Agreement” and the “Sakharov Assignment Agreement”) underneath which they
every confirmed their earlier project of the complete and unique proper, title
and curiosity in and to all Proprietary Information (as such time period is outlined in
the Assignment Agreements) and Inventions (as such time period is outlined in the
Assignment Agreements) associated to their employment by the Company and Memory MD,
Inc. to Memory MD, Inc. and its successors and assigns.
Pursuant to the Merger Agreement Amendment, as amended, the Company agreed to
make the next funds to Boris Goldstein:
(i) $149,000 of accrued payroll cost upon the Company elevating an mixture
$5,000,000 in capital after the closing;
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(ii) $200,000 upon the Company elevating an mixture of $10,000,000 in capital
after the closing (inclusive of proceeds raised the Offering) and such money
cost shall be held in escrow for 12 months in opposition to any liabilities
. . .
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The info concerning the Offering, the Merger and the securities of the
Company issued in connection therewith set forth in Item 2.01 is integrated
herein by reference.
The Offering
On October 1, 2021 in reference to the preliminary closing underneath the Offering,
the Company issued an mixture of $5,000,000 in principal quantity of 10% Notes.
The issuance of the Notes was exempt from registration underneath Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D promulgated thereunder as not
involving any public providing.
Securities Issued in Connection with the Merger
On October 1,2021, pursuant to the phrases of the Merger Agreement and Amendment
to Merger Agreement , all of the issued and excellent shares of frequent inventory
of Piezo, representing all of the issued and excellent capital inventory of Piezo,
have been transformed into 29,520,452 shares of our frequent inventory This transaction was
exempt from registration underneath Section 4(a)(2) of the Securities Act and Rule
506 of Regulation D promulgated thereunder as not involving any public providing.
In reference to the Merger closing, the Company issued an mixture of
4,504,214 inventory choices and 5,505, 151 warrants to 6 individuals This transaction
was exempt from registration underneath Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder as not involving any public
providing.
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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
The info concerning the change of management of the Company in connection
with the Merger set forth in Item 2.01, “Completion of Acquisition or
Disposition of Assets-The Merger and Related Transactions” is integrated
herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
The info concerning departure and election of administrators and departure and
appointment of principal officers of the Company in reference to the Merger
set forth in Item 2.01, “Completion of Acquisition or Disposition of Assets-The
Merger and Related Transactions” is integrated herein by reference.
At the Effective Time of the Merger, pursuant to the phrases of the Merger
Agreement, Boris Goldstein resigned as a director and as our chairman and Hassan
Kotob was appointed to the positions vacated thereby. Nickolay Kukekov remained
as a director following the Effective Time.
At the Effective Time of the Merger, pursuant to the phrases of the Merger
Agreement, our pre-Merger government officers resigned. Boris Goldstein resigned
from his positions as chairman of the board, principal government officer,
secretary and government vice chairman of the Company and Mark Corrao resigned
as chief monetary officer and principal monetary and accounting officer of the
Company. Effective instantly thereafter, Hassan Kotob (the present Chief
Executive Officer of Piezo) was appointed to function chief and principal
government officer of the Company, Bonnie-Jeanne Gerety ( the present Chief
Financial Officer of Piezo) was appointed to function chief monetary and
principal monetary and accounting officer of the Company, and Boris Goldstein
was appointed to serve, for a one-year time period, as chief product officer of the
Company’s wholly owned subsidiary, MemoryMD, Inc., at a fee of $5,000 per
month.
Executive Officers and Directors of the Combined Company Following the Merger
The following desk lists the names and ages as of October 1, 2021 and positions
of the people who’re serving as government officers and administrators of the
Company upon completion of the Merger:
Name Age Position(s)
Executive Officers
Hassan Kotob 58 Chief Executive Officer and Director (Chairman)
Bonnie-Jeanne Gerety 59 Chief Financial Officer
Non-Employee Directors
Nickolay Kukekov 47 Director
Executive Officers
Hassan Kotob, Chairman and CEO, combines over 35 years of expertise in software program
and manufacturing senior administration. He had been concerned in 4 firms in
the pc {hardware}, medical data, publishing, and software program industries
holding positions together with Executive Chairman, President, and CEO, and board
member. From 2020 Hassan Kotob was the Chairman and CEO for Piezo Motion Corp.,
a precision movement firm. From 2016 to 2018, he was Chairman and CEO and from
2011 to 2016 he was Executive Chairman and from 1997 to 2011 he was President
and CEO for North Plains Systems Corp, Inc., a firm concerned in enterprise
advertising and marketing software program. From 1996 to 1997, he was President of CText, Inc., a
software program firm that centered on publishers. From 1991 to 1997, he was President
and CEO of Medasys Inc. a {hardware} and software program firm centered on digital
seize and switch of radiology photos. Mr. Kotob can also be at the moment a director
of Piezo Motion Corp. He has an undergraduate diploma and an MBA from Eastern
Michigan University.
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Bonnie-Jeanne Gerety, Chief Financial Officer, brings over 35 years of monetary
and consulting expertise inside the expertise business. She joined Piezo
Motion in early 2020 because the Chief Financial Officer. Prior to that, she was the
Chief Financial Officer of North Plains, LLC from 2014 by 2019. Her
earlier expertise was as a Managing Director at Protivti, answerable for the
Atlanta and Raleigh places of work from 2004 to 2014. Prior to Protiviti, she was a
Managing Director at BearingPoint from 2002 to 2004 and a Partner in the
consulting division of Arthur Andersen, LLP specializing in expertise, media
and communications industries from 1986 to 2002. Her undergraduate diploma is
from Georgetown University, School of Foreign Service and MBA from University of
South Florida. She is a CPA in the state of Georgia.
Non-Employee Directors
Nickolay V. Kukekov, Director. Dr. Kukekov has been a member of MemoryMD’s Board
of Directors since September 2017, and a member of the Board of the Company
since September 2018. Dr. Kukekov at the moment serves as president and CEO of
Kalgene Pharmaceuticals, which is creating an anti-amyloid remedy to gradual the
development of Alzheimer’s illness, and previous to that was the managing director
of HRA Capital (previously Highline Research Advisors), a division of Corinthian
Partners L.L.C. Prior to forming Highline Research Advisors in 2012, Dr. Kukekov
was the Managing Director of Healthcare Investment Banking at Summer Street
Research from October 2010 to August 2012. In September 2009, Dr. Kukekov was a
co-founder of the Healthcare Investment Banking group at Gilford Securities.
From December 2007 to July 2009, Dr. Kukekov served because the managing director of
Paramount BioCapital, the place he ran the advisory, M&A and capital elevating
companies for in-house personal and public portfolio firms. Dr. Kukekov holds
a Bachelor of Science diploma in Molecular, Cellular and Developmental Biology
from the University of Colorado at Boulder and a Ph.D. in Neuroscience from
Columbia University, College of Physicians and Surgeons in New York. The Company
believes that Dr. Kukekov is certified to function a member of the Board of
Directors attributable to his in depth expertise in healthcare and medical system
funding banking.
Board of Directors of the Combined Company Following the Merger
The mixed firm’s board of administrators is predicted to initially consist of
two members, Hassan Kotob and Nickolay Kukekov. A 5 member board has been
approved nevertheless and it’s anticipated that the vacancies can be crammed in the
close to future.
There are not any household relationships amongst any of the Company’s present administrators
and government officers. There are not any preparations or understandings with one other
individual underneath which the administrators and government officers of the Company are to be
chosen as a director or government officer. Additionally, no director or
government officer of the Company is concerned in authorized proceedings which require
disclosure underneath Item 401 of Regulation S-Ok.
Director Independence
The Company makes use of the definition of “independence” of The NASDAQ Stock Market to
make this willpower. NASDAQ Listing Rule 5605(a)(2) offers that an
“impartial director” is a individual apart from an officer or worker of the
firm or some other particular person having a relationship, which, in the opinion of
the Company’s Board, would intrude with the train of impartial judgment
in finishing up the duties of a director. The NASDAQ itemizing guidelines
present that a director can’t be thought-about impartial if:
? The director is, or at any time throughout the previous three years was, an worker
of the corporate;
? The director or a member of the family of the director accepted any compensation from
the corporate in extra of $120,000 throughout any interval of 12 consecutive months
inside the three years previous the independence willpower (topic to
sure exclusions, together with, amongst different issues, compensation for board or
board committee service);
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? A member of the family of the director is, or at any time throughout the previous three years
was, an government officer of the corporate;
? The director or a member of the family of the director is a accomplice in, controlling
stockholder of, or an government officer of an entity to which the corporate
made, or from which the corporate obtained, funds in the present or any of
the previous three fiscal years that exceed 5% of the recipient’s consolidated
gross income for that yr or $200,000, whichever is larger (topic to
sure exclusions);
? The director or a member of the family of the director is employed as an government
officer of an entity the place, at any time throughout the previous three years, any of
the chief officers of the corporate served on the compensation committee
of such different entity; or
? The director or a member of the family of the director is a present accomplice of the
firm’s exterior auditor, or at any time throughout the previous three years was a
accomplice or worker of the corporate’s exterior auditor, and who labored on the
firm’s audit.
Under such definitions, none of the current administrators will be thought-about an
impartial director.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of enterprise acquired.
Pursuant to Item 9.01(a)(4) of Form 8-Ok, the Company intends to file the
monetary info required by this paragraph (a) of Item 9.01 as an
modification to this Form 8-Ok inside seventy-one days of the date of the submitting of
this Current Report on Form 8-Ok with the Securities and Exchange Commission
(b) Pro forma monetary info.
Pursuant to Item 9.01(b)(2) of Form 8-Ok, the Company intends to file the
monetary info required by this paragraph (b) of Item 9.01 as an
modification to this Form 8-Ok inside seventy-one days of the date of this Current
Report on Form 8-Ok as filed with the Securities and Exchange Commission.
(d) Exhibits.
In reviewing the agreements included or integrated by reference as reveals to
this Current Report on Form 8-Ok, please do not forget that they’re included to
present buyers with info concerning their phrases and aren’t supposed to
present some other factual or disclosure details about the Company or the
different events to the agreements. The agreements could comprise representations and
warranties by every of the events to the relevant settlement. These
representations and warranties have been made solely for the profit of the
events to the relevant settlement and:
? mustn’t in all situations be handled as categorical statements of truth, however
quite as a method of allocating the danger to 1 of the events if these
statements show to be inaccurate;
? have been certified by disclosures that have been made to the opposite occasion in
reference to the negotiation of the relevant settlement, which disclosures
aren’t essentially mirrored in the settlement;
? could apply requirements of materiality in a method that’s totally different from what could also be
considered as materials to different buyers; and
? have been made solely as of the date of the relevant settlement or such different date or
dates as could also be specified in the settlement and are topic to newer
developments.
Accordingly, these representations and warranties could not describe the precise
state of affairs as of the date they have been made or at some other time. Additional
details about the Company could also be discovered elsewhere in this Current Report on
Form 8-Ok and in the Company’s different periodic filings which can be found with out
cost by the SEC’s web site at http://www.sec.gov.
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Exhibit
Number Description
2.1 Agreement and Plan of Merger and Reorganization dated June 11,2021 by
and among the many Registrant, Piezo Motion Corp. and BRSF Acquisition Inc.
(filed with the SEC on June 16, 2021 as Exhibit 2.1 to the Registrant’s
Current Report on Form 8-Ok dated June 11, 2021 and integrated herein
by reference)
2.2 * Amendment dated October 1, 2021 to Agreement and Plan of Merger and
Reorganization dated June 11,2021 by and among the many Registrant, Piezo
Motion Corp. And BRSF Acquisition Inc.
2.3 * Certificate of Merger of BRSF Acquisition Inc. into Piezo Motion Corp.
filed October 1,2021
4.1 * Form of Common Stock Purchase Warrant (October 2021)
10.1* Assignment and Assumption Agreement dated October 1, 2021 between the
Registrant and MemoryMD, Inc.
10.2 * Form of 10% Convertible Promissory Note (October 2021)
10.3*† Employment Agreement dated October 1, 2021 between the Registrant and
Hassan Kotob
10.4 * Assignment Agreement dated September 28, 2021 between MemoryMD, Inc.
and Boris Goldstein
10.5* Assignment Agreement dated September 30, 2021 between MemoryMD, Inc.
Vadim Sakharov and
99.1 * Press Release dated October 4, 2021
104 Cover Page Interactive Data File (embedded inside the Inline XBRL
doc)
* Filed herewith
† Management contract or compensatory plan or association
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