BRAIN SCIENTIFIC INC. : Conclusion of a material definitive agreement, financial statements and supporting documents (form 8-K)
Article 1.01 Entry into an important final agreement.
The note bears interest at ten percent (10%) per annum and matures on
The Notes contain mandatory and voluntary conversion features as follows:
(a) Mandatory Conversion.
(i) The Notes automatically convert into common shares or units of the Company, as set out below, upon the first occurrence of (a) the Uplist and (b) a subsequent qualifying fundraising date. For the purposes of the Notes, a “Unit” means the combination of ordinary shares and warrants to purchase ordinary shares offered by the Company in connection with any financing occurring concurrently with the Uplist (“Offering of Units of simultaneous Uplist ”). For the purposes of a Note, “Subsequent Eligible Funding Date” means the date on which the Company received proceeds greater than
(ii) If a Note is converted under a Bottom-Up List and no simultaneous Bottom-Up Unit Offer has taken place, the Note will be convertible into a number of common shares of the Company equal to the quotient of (I) the total outstanding principal amount of the note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a)
(iii) If a Note is converted as part of an Upside and a simultaneous Upside Unit offer has been made, the Note will be convertible into a number of Units equal to the quotient of (I) the amount in principal total outstanding of the note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a)
(iv) If a Note is converted on a subsequent Qualifying Funding Date, the Note will be convertible into a number of common shares of the Company equal to the quotient of (I) the aggregate principal amount outstanding of the Note plus accrued but unpaid interest. on this, divided by (II) the lesser of (a)
1 (b) Voluntary Conversion.
(i) The holder of a Note shall have the right (subject to the conversion limitations set forth therein) from the date of issue to convert all or part of the principal and unpaid and unpaid interest then due under the note in and non-assessable shares of ordinary shares of the Company, such as such ordinary shares exist on the date of issue, or any share of the capital stock or other securities of the Company in which such ordinary share may by thereafter be modified or reclassified at the voluntary conversion price (as defined below).
(ii) If a Note is converted in accordance with section 3 (b) of the Note, the Note will be convertible into a number of Common Shares equal to the quotient of (I) the aggregate principal amount outstanding of the Note plus accrued interest but unpaid, divided by (II) the lesser of (a)
The first closing of the Offer took place on
In accordance with the terms of the SPA which was concluded within the framework of the first closing, the holders of the Company’s notes (with a principal amount of
Section 1.01 of this current report on Form 8-K contains only a brief description of the material terms of the SPA, Note and Warrant, and does not purport to be a complete description of the rights and obligations of the parties under this, and the descriptions are qualified in their entirety by reference to the full text of the SPA, Note and Warrant, the forms of which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this current report on Form 8-K, and are incorporated herein by reference.
Article 3.02 Entry into an important definitive agreement.
The applicable information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 3.02. The Notes and Warrants were not registered under the Securities Act, but were eligible for exemption under Section 4 (a) (2) and / or Regulation D of the Securities Act. The securities were exempt from registration under section 4 (a) (2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering”, such as defined in Section 4 (a) (2) of the Securities Act, due to the insignificant number of persons involved in the transaction, the size of the offer, the terms of the offer and the number of securities offered. The Company did not make an offer in which it sold a large number of securities to a large number of investors. In addition, the investor had the necessary investment intention, as required by Article 4 (a) (2) of the Securities Act since the investor accepted and received the securities bearing a legend indicating that these securities are restricted in accordance with Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed on the market and therefore would not form part of a “public offer”. Based on an analysis of the above factors, the Company has met the requirements for exemption under section 4 (a) (2) of the Securities Act.
Article 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 10.1 Form Securities Purchase Agreement 10.2 Form Convertible Promissory Note 10.3 Form Common Stock Purchase Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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