Audientes A/S completes directed issue and conversion of debt for DKK 1 million with European investors
Company announcement no. 31-2023
October 16, 2023
The Board of Directors of Audientes A/S (“Audientes” or the “Company”), CVR 36047631, has by use of existing authorizations completed a directed issue via a cash capital increase combined with grant of warrants and conversion of debt, for a total of DKK 1 million.
The directed issue
The Board of Directors of Audientes has resolved a capital increase in cash by a directed issue to six new European investors (one professional investment fund and five individuals) without pre-emptive rights for the existing shareholders of Audientes. The reason for adopting this approach was to secure a smaller amount of working capital in a cost effective and expedient manner ahead of a more substantial future rights issue with preemptive rights for the existing shareholders.
Through the directed issue, these new investors will subscribe for a capital increase in Audientes of approx. DKK 900,711. As part of the capital increase Audientes will incur costs of approximately DKK 100,000. The issue proceeds are intended to be used for further development of sales and related activities.
The subscription price amounts to DKK 0.1889 per share. The subscription price has been determined based on the Volume-Weighted Average Price (known as the VWAP) method according to Spotlight Stock Market's official price list for Audientes’ shares during the 10 preceding trading days to October 12, 2023, to which a discount of ten percent has been applied to derive at a market price for such type of investment in consideration of the current market conditions.
Increase of the share capital by conversion of debt
In addition, the Board of Directors of Audientes has resolved a capital increase by conversion of debt whereby one of the new investors will convert recent debt of DKK 99,401 to shares at the same terms as the directed issue detailed above.
As part of the conversion of debt and related capital increase Audientes will incur costs of approximately DKK 15,000.
Summary of increase in share capital and dilution effect
Through the increase of the share capital by respectively the directed issue and conversion of debt, the number of shares and votes in Audientes increases by 5,294,923 to 48,345,769 and Audientes’ share capital increases by DKK 529,492.30 to DKK 4,834,576.86. The directed issue entails a dilution effect of approximately 10.95% percent in relation to the number of shares in Audientes. The dilution effect is calculated by dividing the number of new shares by the total number of shares in Audientes after registration of the new shares.
Grant of warrants
The Board of Directors of Audientes has also resolved to issue 3,159,048 warrants to be granted to six new investors in the Company as part of the directed issue.
The exercise price will be determined based on the VWAP method according to Spotlight Stock Market's official price list for Audientes’ shares for the ten trading days in the period March 11 to March 22, 2024, with a discount of fifteen percent, whereby a share of nominal DKK 0.10 is received for each warrant. The warrants can be exercised before 28 March 2024. All warrants are granted free of charge and vested upon grant.
If these warrants are fully exercised, the number of shares in Audientes (including shares related to the aforementioned directed issue and conversion of debt) will increase with 3,159,048 shares to 51,504,817 shares. The issue of these new warrants will if fully exercised entail a dilution effect of approximately 6.13% percent in relation to the number of shares in Audientes. The dilution effect is calculated by dividing the number of new shares from the exercise of these warrants by the total number of shares in Audientes after registration of the new shares issued, subject to the exercise of all 3,159,048 warrants.
The more detailed terms and conditions for vesting and exercising of warrants will be outlined in an Appendix 4.15 to the company’s articles of association once the program has been implemented.
For further information, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 77 34 16 80
Email: st@audientes.com
About Audientes A/S
Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique self-fitting hearing aid solution, Ven™ by Audientes, is available for purchase in India and Nepal. Companion by Audientes is an advanced hearable consumer electronics product available in Europe and later in 2023 in China and Japan.
Audientes’ mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.
For additional information please refer to the company’s websites, www.audientes.com, www.audientes.eu or www.audientes.in.
This disclosure contains information that Audientes is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 16-10-2023 11:50 CET.