Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Chief Revenue Officer Appointment

On November 1, 2022, the Board of Directors (the "Board") of Brain Scientific Inc. (the "Company") appointed Mr. Daniel Cloutier, a current member of the Board, to serve as Chief Revenue Officer of the Company (the "Appointment").

Daniel Cloutier, 57, CRO

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.

The Board believes that Mr. Cloutier's extensive experience in healthcare and medical device product distribution makes him ideally qualified to help lead the Company towards continued growth and success.





Family Relationships

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





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)

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