Brain+ A/S announces additional commitments of DKK 1.4 million in the ongoing TO 4 warrant exercise, which is now covered at 40.4%
Copenhagen, Denmark, 20 September 2024 – Brain+ A/S (Nasdaq First North: BRAINP)
Brain+ A/S (“Brain+” or “the Company”) has received additional commitments from existing shareholders to exercise warrants of series TO 4 to a combined amount of DKK 1.4 million, covering 26.8% of the total number of outstanding warrants. These include a commitment from the healthtech and digital health specialized German investment boutique, 5P Future of Health Beteiligungs GmbH (“5P Future of Health”), who became a Brain+ shareholder in connection with the Unit Rights Issue earlier this year, to exercise all its TO 4 warrants. On 17 September 2024, Brain+ announced that members of its board and management have provided commitments to exercise and guarantee warrants of series TO 4 to a combined amount of DKK 0.7 million, covering 13.7% of the total number of warrants. In total, Brain+ has so far received commitments of approximately DKK 2.1 million, corresponding to 40.4% of the total 65,496,978 warrants of series TO 4 outstanding. The exercise period for the warrants is currently ongoing and will run until and including 27 September 2024. The Company is working to collect further commitments from existing shareholders and guarantor commitments from other investors. If all TO 4 warrants are executed or guaranteed, it will provide Brain+ with approximately DKK 5.2 million in new capital before transaction costs to fund launch of its first software-based dementia therapy, the CST-Assistant, in the UK end September 2024, initial commercial activities and bridging over the first UK sales contracts in November/December 2024.
In connection with Brain+’ rights issue of units in June 2024, a total of 65,496,978 warrants of series TO 4 were issued to subscribers of units. Each warrant of series TO 4 gives the holder the right to subscribe for one (1) new share in Brain+ at a price of DKK 0.08. As earlier announced, the exercise price has been calculated as 70% of the volume weighted average trading price for the Company’s shares in the period from 16 August 2024 to 12 September 2024. The exercise period runs from 16 -27 September 2024, and if all warrants are exercised/guaranteed, it will provide Brain+ with proceeds of approximately DKK 5.2 million before transaction related costs.
Today, Brain+ announces to have obtained approximately DKK 1.4 million in additional commitments to exercise TO 4 warrants from existing shareholders in the company, covering 26.5% of the total warrant issue. This includes a commitment from the healthtech specialized venture capital firm 5P Future of Health Beteiligungs GmbH (“5P”) to exercise all its warrants. 5P Future of Health is a healthtech and digital health specialized German investment boutique, who became a shareholder in Brain+ in connection with the rights issue of units earlier this year. For more information about 5P Future of Health, please see Brain+ Company Announcement from 20 June 2024.
In connection with the commitment from 5P Future of Health to exercise all its TO 4 warrants, Professor Dr. Benjamin Niestroj, General Partner, 5P Future of Health, commented:
“As portfolio investors, we are excited to increase our investment in this round. Brain+ is revolutionizing dementia therapy as they have developed the world's first software medical device product for Cognitive Stimulation Therapy, setting a new standard in global healthcare innovation. We see a strong market validation in both Denmark and the UK, supported by key opinion leaders and strategic partnerships. With a robust SaaS revenue model, clear growth potential, and a talented leadership team, we believe Brain+ is uniquely positioned to lead the future of dementia care globally.”
The commitments from shareholders to exercise TO 4 warrants come on top of the commitments from members of Brain+’ board and management to exercise and guarantees warrants to a combined amount of DKK 0.7 million or 13.7% of the number of warrants outstanding. The commitments from board and management were announced by Brain+ in a Company Announcement on 17 September 2024.
The combined commitments from Brain+ board and management and from existing shareholders so far bring the total amount of commitments in the TO 4 warrant exercise up to DKK 2.1 million, corresponding to a 40.4% coverage of the number of warrants outstanding.
Actions needed from holders of TO 4 warrants to avoid their warrants losing value
Holders of warrants of series TO 4, who wish to subscribe for new shares in Brain+ at the subscription price of DKK 0.08, should inform their nominee/custodian bank no later than 27 September 2024. Please note that some nominee/custodian banks have an earlier last date for exercise, and e.g. is 26 September 2024 the last date set for exercise of warrants of series TO 4 held in a Nordnet account. Holders of warrants of series TO 4, who do not wish to exercise their warrants to subscribe for new Brain+ shares, should sell their warrants over the market no later than 25 September 2024. Please note that warrants of series TO 4 that are not exercised no later than 27 September 2024 or sold no later than 25 September 2024, will expire without value. For warrants to not lose their value, the holder must actively subscribe for new shares or sell the warrants in the market.
The complete terms and conditions for the warrants of series TO 4 can be found in Brain+ Company Announcement from 7 May 2024. All Company Announcement, as well as additional informative documents are available at the Company’s website: https://www.brain-plus.com/2024-unit-rights-issue/.
Summarized terms for Brain+’ warrants of series TO 4
| Exercise period: | 16 - 27 September 2024 |
| Exercise price: | DKK 0.08 |
| Last day of trading: | 25 September 2024 |
| Issue volume: | 65,496,978 warrants, which entitle to a maximum subscription of 65,496,978 new Brain+ shares. If all warrants are exercised, the Company will receive approximately DKK 5.2 million in proceeds before issuing costs. |
| Dilution: | Upon full exercise of warrants of series TO 4, the number of shares of nominal value DKK 0.08 each in Brain+ will increase by 65,496,978 from 171,501,141 shares to 236,998,119 shares, and the share capital will increase by DKK 5,239,758.24 from DKK 13,720,091.28 to DKK 18,959,849.52. If all warrants of series TO 4 are exercised, the dilution of the number of shares and votes in Brain+ will be approximately 27.6 percent. |
How warrants are exercised (Nominee-registered warrants)
Subscription and payment for new shares by exercise of warrants shall be made in accordance with instructions from each nominee/custodian bank. Please contact your nominee/custodian bank directly for additional information and instructions.
Outcome
The outcome of the exercise of warrants of Series TO 4 will be published in a company announcement on or around 1 October 2024. Shares that have been subscribed and paid for will be delivered to the subscriber when registration of the capital increase has been completed with the Danish Business Authority.
Advisors
In connection with the rights issue, Sedermera Corporate Finance AB act as financial advisors to Brain+. Markets & Corporate Law Nordic AB act as legal advisor. Nordic Issuing AB is the issuing agent.
For more information about the warrant exercise, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0) 40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For more information about Brain+ or the warrant exercise, please contact:
Kim Baden-Kristensen, CEO Hanne Vissing Leth, CFO
Phone: +45 31 39 33 17 Phone: +45 53 88 99 02
E-mail: kim@brain-plus.com E-mail: hanne@brain-plus.com
Certified Adviser:
Keswick Global AG
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
Brain+ mission: Become the preferred provider of certified health tech solutions for better dementia management, servicing one million people affected by dementia by 2030.
