UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ 1December 29, 2022

BRAIN SCIENTIFIC INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Nevada	~~333~~000-~~209325~~56216	81-0876714
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6700 Professional Parkway

Lakewood Ranch, Florida 34240

(Address of principal executive offices, including zip code)

(917) 388-1578

(Registrant’s telephone number, including area code)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~8-K ~~last~~filing ~~report)~~is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

~~Check~~☐ Written communication pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing is~~☐ ~~intended~~Pre-commencement communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~☐ ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c)).

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers~~; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

Resignation of Chief ~~Revenue~~Technology Officer ~~Appointment~~

On ~~November~~December 129, 2022, ~~the~~Mr. ~~Board~~Fred ofAnthony ~~Directors~~submitted to (the ~~“Board”)~~ board of directors of Brain Scientific Inc. (the “Company”) ~~appointed~~his ~~Mr.~~resignation ~~Daniel~~from ~~Cloutier,~~his aposition ~~current~~as ~~member~~Chief Technology Officer of the ~~Board~~Company, toeffective ~~serve~~December 30, 2022. Mr. Anthony did not resign as ~~Chief~~a ~~Revenue Officer~~result of any disagreement with the Company (on any matter relating to the ~~“Appointment”)~~Company’s operations, policies or practices.

~~Daniel Cloutier, 57, CRO~~1

Daniel Cloutier is CEO and founder of LOK Corporation ("LOK”) since 2008. He has served as a director since November 15, 2021of the Company. From 2003 to 2011, Mr. Cloutier was International Sales Director of CAS Medical System (CASMED). From 2000 to 2002, he was Vice President of EMRN. Mr. Cloutier is also an advisory council member of the Indian Business Organization for Global Investments, a member of the Board of Directors for the Independent Medical Specialty Dealers Association, former Board Member of Neuro-France Implants and Luminor Medical Technologies. In 1991, Mr. Cloutier graduated from HEC Montreal Business School.SIGNATURES

~~The~~Pursuant ~~Board~~to ~~believes~~the ~~that~~requirements ~~Mr.~~of ~~Cloutier’s~~the ~~extensive~~Securities ~~experience~~Exchange inAct ~~healthcare~~of ~~and~~1934, ~~medical~~the ~~device~~Registrant ~~product~~has ~~distribution~~duly ~~makes~~caused ~~him~~this ~~ideally~~report ~~qualified~~ to ~~help~~be ~~lead~~signed ~~the~~on ~~Company~~its ~~towards~~behalf ~~continued growth~~by ~~and~~the ~~success~~undersigned hereunto duly authorized.

Family Relationships

	BRAIN SCIENTIFIC INC.

Dated: January 3, 2023	By:	/s/ Hassan Kotob
		Hassan Kotob Chief Executive Officer

~~Mr. Cloutier does not have a family relationship with any of the current officers or directors of the Company.~~2

Related Party Transactions

Other than as described below, there are no related party transactions with regard to Mr. Cloutier reportable under Item 404(a) of Regulation S-K.

On November 12, 2021 the Company entered into a Representation Agreement with LOK, a corporation in which Mr. Cloutier serves as the chief executive officer. Under the Representation Agreement, LOK acts as an international sales manager for our NeuroCap™ and Neurology products and accessories. To date, we have paid LOK approximately $6,250 for training platform development and attendance at a sales seminar but no other service fees and no commissions.

Compensatory Arrangements

In connection with his Appointment, Mr. Cloutier shall receive an annual salary of $120,000. Additionally, Mr. Cloutier shall be eligible for a sales commission bonus of up to $100,000 and a discretionary bonus of up to $30,000 as determined by the Board.

Item 8.01 Other Events.

On November 1, 2022, the Company issued a press release announcing the Appointment. A copy of the press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated November 1, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRAIN SCIENTIFIC INC.
Dated: November 2, 2022	By:	/s/ Hassan Kotob
		Hassan Kotob
		Chief Executive Officer

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