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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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CUSIP NO. 10488W 109
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13D
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Page 1 of 4
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1
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NAMES OF REPORTING PERSONS
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Hassan Kotob
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)*
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America, Canada, Lebanon
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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9,910,275 (1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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9,910,275 (1)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,910,275 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.8% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
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IN
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(1) |
Consists of (i) 7,407,934 shares of common stock (“Common Stock”) of Brain Scientific Inc. (the “Issuer”) held by the Hassan Kotob Revocable Trust and (ii) an option to purchase 2,502,341 shares of Common Stock that is exercisable within
60 days of October 1, 2021.
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(2) |
Calculated based on 50,246,825 shares of Common Stock outstanding of the Issuer as of October 1, 2021, calculated based on information included in the Issuer’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October
7, 2021. The shares of Common Stock underlying Mr. Kotob’s option that is exercisable within 60 days of October 1, 2021 are deemed to be outstanding for the purpose of computing the percentage of Common Stock beneficially owned by Mr. Kotob.
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CUSIP NO. 10488W 109
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13D
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Page 2 of 4
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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CUSIP NO. 10488W 109
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13D
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Page 3 of 4
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Item 5. |
Interest in Securities of the Issuer.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
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Item 7. |
Materials to be Filed as Exhibits.
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CUSIP NO. 10488W 109
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13D
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Page 4 of 4
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Dated: October 27, 2021
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By: |
/s/ Hassan Kotob | |
Name:
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Hassan Kotob
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