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Brain Scientific (BRSF)

Employees
Data from SEC filings
Employee count
Shareholder alignment
Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM

On July 15, 2021, in accordance with the applicable provisions of the Nevada Revised Statutes (the “NRS”), the Board of Directors (the “Board”) of Brain Scientific Inc. (the “Company”) adopted resolutions by unanimous written consent approving the following proposed actions (each, an “Action” and collectively, the “Actions”):

1.To ratify, approve and adopt an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, Piezo Motion Corp., a Delaware corporation (“Piezo”), and BRSF Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Piezo, with Piezo surviving as a wholly-owned subsidiary of the Company;

2.To approve the issuance of shares of the Company’s common stock to the Piezo shareholders in accordance with the terms and provisions of the Merger Agreement;

3.To approve the issuance to certain affiliates and non-affiliates of the Company of options and warrants to purchase an aggregate number of shares equal to 20% of the issued and outstanding shares of the Company’s common stock in accordance with the terms and provisions of the Merger Agreement;

4.To approve and adopt an amendment to the Company’s Articles of Incorporation, as amended, which makes no material changes to the existing Articles of Incorporation other than to opt out of the “Acquisition of Controlling Interest” provisions contained in Sections 78.378 through 78.3793 of the NRS; and

5.To approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock authorized thereunder for grant from 3,500,000 to 8,000,000.

As of the close of business on July 16, 2021, pursuant to the applicable provisions of the NRS, the Company received written consents approving the Actions from the holders of the common stock of the Company holding an aggregate of 12,899,437 shares of the common stock of the Company, representing a majority of the Company’s outstanding shares of voting capital stock.

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