Brain+ A/S announces that its board and management provide commitments to cover 13.7% of the warrants of series TO 4
Copenhagen, Denmark, 17 September 2024 – Brain+ A/S (Nasdaq First North: BRAINP)
Brain+ A/S (“Brain+” or “the Company”) announces that members of its management and board of directors have provided commitments to exercise and guarantee warrants of series TO 4 to a combined amount of approximately DKK 0.7 million, covering 13.7% of the total number of warrants outstanding. The Company meets regularly with its major share and warrant holders to provide adequate information and updates with the aim of announcing further commitments. As earlier announced, the exercise price of the warrants of series TO 4 has been set at DKK 0.08 and the exercise period is running from 16 - 27 September 2024. If all warrants of series TO 4 are exercised/guaranteed, Brain+ will receive approximately DKK 5.2 million in new capital.
The warrants of series TO 4 were issued to subscribers in Brain+’ rights issue of units in June 2024. The warrants are traded at Nasdaq First North Copenhagen, and each warrant 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 on Nasdaq First North Copenhagen in the period from 16 August 2024 to 12 September 2024, however with a lower limit of DKK 0.08. If all warrants are exercised/guaranteed, it will provide Brain+ with proceeds of DKK 5.2 million before transaction related costs. The total commitments received so far secure Brain+ approximately DKK 0.7 million in gross proceeds. Brain+ is in active dialogue with shareholders, holders of warrants of series TO 4 and other investor for acquiring further commitments to exercise and guarantor commitments.
Overview of commitments from board and management in the ongoing Brain+ TO 4 warrant exercise
| Name | No. of warrants committed to exercise | Exercise commitment (DKK) | Guarantee commitment (DKK) | Total commitment (DKK) |
| Tim Jürgens, via JuePes Cool Ventures UG, (chairman of the board) | 625,000 | 50,000.00 | 50,000.00 | |
| Johan Luthman, EVP of R&D, Lundbeck (board member) | 1,615,491 | 129,239.28 | 80,000.00 | 209,239.28 |
| Anish Shindore, via GSD Group SL, (board member) | 1,250,000 | 100,000.00 | 100,000.00 | |
| Kim Baden-Kristensen (Chief Executive Officer)1 | 1,687,500 | 135,000.00 | 135,000.00 | |
| Hanne Vissing Leth (Chief Financial Officer) 1 | 2,391,570 | 191,325.60 | 191,326.60 | |
| Simon Nielsen (Chief Strategy & Innovation Officer) | 372,150 | 29,772.00 | 29,772.00 | |
| Total | 7,941,711 | 635,337 | 80,000.00 | 715,337.88 |
1Part of commitment relates to subscription of new shares via pension depository. If such subscription is not possible for any reason, Hanne Vissing Leth and Kim Baden-Kristensen undertake to fulfill their commitments by providing a guarantee commitment. The total commitment shall in any case correspond to what is stated in the table under “Total commitment”.
Holders of warrants of series TO 4 can be certain upon exercise of their warrants to get the amount of shares they have subscribed for. Investors, who have provided guarantee commitments, will have their commitments activated only to the extent that all warrants are not exercised. If guaranteed commitments are activated, Brain+ will make a directed share issue to the guarantors at a subscription price equal to the exercise price of the warrants. The total number of shares issued based on exercise of warrants and in a potential subsequent directed issue cannot exceed the total number of 65,496,978 outstanding warrants of series TO 4. If the total of guarantor commitments exceeds the number of warrants not subscribed for, there will be a pro-rata allocation of shares to guarantors in the directed issue. No compensation is payable for guarantee commitments from members of Brain+’ management and board.
Holders of warrants of series TO 4, who do not wish to exercise their warrants to subscribe for new shares, should sell the 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 not 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.
The complete terms and conditions for the warrants of series TO 4 can be found in the company announcement issued by Brain+ on 7 May 2024. The 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+’s 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 transaction related 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 by Brain+ 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+ and 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.
