Lucosky Brookman LLP Successfully Represents Brain Scientific in Closing $5.6 Million Senior Secured Convertible Debenture and Warrant Offering
Lucosky Brookman congratulates its client, Brain Scientific, (OTCQB: BRSF) (the "Company"), a medical technology company with multiple patents and FDA-cleared products, on its successful private placement of $5.6 million of senior secured convertible debentures and warrants, and converting approximately $12.9 million of existing debt into equity.
Under the terms of the securities purchase agreement, the Company has agreed to sell senior convertible debentures, with a principal amount of approximately $5.6 million (including OID of 10%), with a 12-month term. The debentures bear an interest rate of 10% per annum and are mandatorily convertible into the securities sold by the Company in a qualified financing at the lower of $0.25 per share or a 30% discount to the price of securities sold in such qualified financing, subject to a partial redemption right at the time of the qualified offering. The warrants, calculated at 100% of the principal amount of the debentures, are exercisable upon the earlier of the maturity date of the debentures or a qualified financing at an exercise price equal to the price of the securities sold in such qualified financing or, if no qualified financing has occurred prior to the maturity date of the debentures, the lower of $0.25 per share or 75% of the 10-day VWAP prior to such maturity date.
Additionally, in connection with this offering, holders of certain existing convertible notes of the Company (the “Existing Convertible Notes”) agreed to convert their notes into an aggregate of approximately 54,536,573 shares of the Company’s common stock, based on a conversion price of $0.25 per share including principal and interest. To incentivize the existing noteholders to convert, the Company increased the principal amount of the Existing Convertible Notes by $1,175,741, resulting in the approximate aggregate principal amount of $12,933,155 being converted into equity, plus interest. In connection with their original investment, these holders will also be entitled to warrants based on 50% coverage of their original investment amount. These warrants will have a term of four years after issuance and an exercise price of $0.25 per share.
Lucosky Brookman LLP acted as counsel to the Company.
Joseph Gunnar & Co. LLC acted as sole placement agent for the offering.