Sec Form 13D Filing - MANCHESTER MANAGEMENT CO LLC filing for BRAIN SCIENTIFIC INC. (BRSF) - 2022-08-04

James E. Besser

c/o Manchester Management Company, LLC

2 Calle Candina, #1701

San Juan, Puerto Rico, 00907

Telephone Number: (617) 399-1741

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons fur ther reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Besser:

As of the date hereof, Besser may be deemed to be the beneficial owner of 40,390,724 Shares, constituting 38.3% of the Shares*.

Besser has the sole power to vote or direct the vote of 8,028,706 Shares; has the shared power to vote or direct the vote of 32,362,018 Shares; has the sole power to dispose or direct the disposition of 8,028,706 Shares; and has the shared power to dispose or direct the disposition of 32,362,018 Shares.

Frank:

As of the date hereof, Frank may be deemed to be the beneficial owner of 19,545,187 Shares, constituting 18.5% of the Shares*.

Frank has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 19,545,187 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 19,545,187 Shares.

Manchester and GP:

As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 32,362,018 Shares, constituting 30.7% of the Shares*.

Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 32,362,018 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 32,362,018 Shares.

Explorer:

As of the date hereof, Explorer may be deemed to be the beneficial owner of 19,545,187 Shares, constituting 18.5% of the Shares*.

Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 19,545,187 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 19,545,187 Shares.

Jeb Partners:

As of the date hereof, Jeb Partners may be deemed to be the beneficial owner of 12,816,831 Shares, constituting 12.2% of the Shares*.

Jeb Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,816,831 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 12,816,831 Shares.

The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.

*The outstanding Shares figure reflects 105,401,858 Shares outstanding as reported in the Issuer’s DEF 14C filed by the Issuer on July 5, 2022.

On October 1, 2021, the Issuer completed an initial offering of a Convertible Promissory Note (the "Note"). The Note was convertible into a combination of Shares and warrants to purchase Shares upon the earlier of (i) the listing of the Shares on NASDAQ or (ii) the Issuer receiving proceeds in excess of $5,000,000 from a transaction or series of related transactions, including, but not limited to, equity financings, business combinations or other issuances of the Issuer’s equity securities (“Subsequent Qualified Financing”). The Note was convertible into a number of Shares equal to the quotient of (I) the outstanding aggregate principal amount of the Note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a) $0.90 and (b) the greater of (x) $0.20 and (y) eighty percent (80%) of the VWAP for the Shares for the five (5) consecutive trading days immediately preceding such Subsequent Qualified Financing. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Convertible Promissory Note included as Exhibit 10.2 of the Issuer's 8-K filed on October 7, 2021, which is incorporated by reference. On June 15, 2022, the Note was converted into 40,390,724 Shares. In addition to the Shares issued pursuant to the conversion of the Note, the Reporting Persons are entitled to an additional 16,183,934 warrants to purchase Shares, however, the Reporting Persons have entered into an agreement with the Issuer to delay the delivery of these warrants.

In addition to the above, Besser currently owns 1,251,171 warrants to purchase Shares. These warrants are subject to a blocker provision that prevents Besser from exercising the warrants if he would be more than a 4.99% beneficial owner of the Common Stock, $0.001 par value, following such exercise. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Common Stock Purchase Warrant included as Exhibit 4.1 of the Issuer's 8-K filed on October 7, 2021, which is incorporated by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares