Brain Scientific Inc. announced that it has entered into a subscription agreement for private placement of convertible promissory note for gross proceeds of up to $500,000 on January 18, 2019. The notes are convertible into common share of the company. The notes are issued at par. The note bears a fixed interest rate of 10% per annum and will mature on the earlier of January 18, 2020 or the consummation of an equity or equity-linked round of financing in whatever form or type that raises gross proceeds in excess of $1,000,000 or other event pursuant to which conversion shares are to be issued pursuant to the terms of the note. The note contains customary events of default, which, if uncured, entitle the investor to accelerate the due date of the unpaid principal amount of and all accrued and unpaid interest on its note. The notes are restricted in nature. The notes are not redeemable in nature. The minimum subscription amount per investor is $50,000. The securities are issued pursuant to exemption provided under Regulation D. On the same day, the company issued a convertible promissory note for proceeds of $100,000 in its first tranche of the transaction.