Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
21 Janvier 2021 - 10:31PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
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Registration No. 333-236152
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PROSPECTUS SUPPLEMENT NO. 1
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Dated January 21, 2021
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4,931,461 Shares of Common Stock
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Brain Scientific, Inc.
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This Prospectus Supplement No. 1 amends and supplements the Prospectus dated October 9, 2020 (the
“Prospectus”) of Brain Scientific , Inc. relating to the offer and sale from time to time by certain selling stockholders
of up to 4,931,461 shares of common stock of Brain Scientific, Inc. (the “Common Stock”).
This Prospectus Supplement should
be read in conjunction with, and may not be delivered or utilized without, the Prospectus. This Prospectus Supplement is qualified
by reference to the Prospectus, except to the extent that the information in this Prospectus Supplement supersedes the information
contained in the Prospectus.
Investing in our Common Stock
involves certain risks. See “Risk Factors” beginning on page 9 of the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of the disclosures in this Prospectus. Any representation to the contrary is a criminal offense.
The purpose
of this Prospectus Supplement is to amend the Selling Stockholders table in order to reflect the transfer of an aggregate of 337,450
shares of common stock from Peritimos Investments Limited to Global Business Partnership. Accordingly, this Supplement No. 1 amends
the Selling Stockholders table beginning on page 18 in the Prospectus by replacing the name of Peritimos Investments Limited with
the name of Global Business Partnership AG in the Selling Stockholders table to reflect the transfer of the shares, as set forth
below. All other information in the Prospectus shall remain unchanged.
Shareholder
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Shares Owned Prior to the Offering
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Number of Shares Offered
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Shares Owned After the Offering (1)
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Percent
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Global Business Partnership AG (2)
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337,450
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337,450
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0
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0
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%
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(1) Walter Fetscherin has voting power and
investment power over the shares owned by Global Business Partnership AG..
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