Brain+ announces commitments from its largest shareholders in the ongoing exercise of warrants of series TO 2
COMPANY ANNOUNCEMENT
Copenhagen, Denmark, 10 October 2023 – Brain+ A/S (Nasdaq First North: BRAINP)
- Large Brain+ shareholders have committed to exercise warrants for DKK 1.6 million or 28% of the total outstanding
- Members of board and management have doubled their announced commitments to DKK 0.4 million or 7% of the total outstanding, providing DKK 0.2 million in guarantees,
- The exercise price for the warrants of series TO 2 has been set at DKK 0.20 and the exercise period runs from 2 - 16 October 2023
Brain+ A/S (“Brain+”) announces that six of the company’s largest shareholders, including seasoned life science investors, have so far committed to exercise warrants of series TO 2, corresponding to 28% of the total outstanding and DKK 1.6 million. In addition, CEO & co-founder Kim Baden-Kristensen, CFO and former board member Hanne Leth Hillman, as well as Chairman of the board Anders Härfstrand and board member Johan Luthman have doubled their previously announced commitment to DKK 0.4 million.
Six of the company’s largest shareholders, which include seasoned life-science investors from both Denmark and Sweden, who participated in the unit rights issue in May 2023, have pledged to exercise a combined 8.3 million warrants of series TO 2 to subscribe for new shares in Brain+.
The combined continued commitment from these investors secures the company approximately DKK 1.6 million in gross proceeds, corresponding to 28% of the maximum. Several of the commitments come from investors, who have been shareholders in Brain+ since the company’s initial public offering in October 2021. The rest comes from investors who have become shareholders over the past 12 months, including a significant contribution from John Haurum, a seasoned international Life Science entrepreneur and executive with international experience and several highly successful corporate ventures behind him.
Furthermore, members of the board and management have today jointly undertaken, in addition to their previously announced commitment to exercise all their warrants of series TO 2 (see Company Announcement from 2 October 2023), to subscribe for an additional approximately 1.0 million shares in Brain in the form of guarantee commitments of DKK 0.2 million. The guarantee commitment will be activated if not all warrants are exercised in the ongoing TO 2 warrant exercise. Should the guarantee commitments be activated, the company will make a directed share issue to the parties who gave the guarantee commitments at a subscription price equal to the exercise price of the warrants.
Summary of commitments provided so far by shareholders and members of the company’s board and management:
| Name | Position in Brain+ | Committed exercise (DKK) | Guarantee commitment (DKK) | Total committed amount (DKK) |
| John Haurum | Private investor | 572,120 | 572,120 | |
| Swedish investor (anonymous) | Private investor | 400,000 | 400,000 | |
| Danish investor (anonymous) | Private investor | 300,000 | 300,000 | |
| Members of Danish family (anonymous) | Private investors | 333,075 | 333,075 | |
| Kim Baden-Kristensen | CEO, Co-founder | 12,000* | 12,000* | |
| Anders Härfstrand | Chairman of the Board | 96,000* | 96,000* | |
| Hanne Leth Hillman | CFO | 52,618* | 52,618* | |
| Johan Luthman | Member of the board | 48,000* | 48,000* | |
| Kim, Anders, Hanne and Johan | Members of board and management | 196,982 | 196,982 | |
| Total (DKK) | 1,813,813 | 196,982 | 2,010,795 |
*Communicated in a company announcement on 2 October 2023.
Complete terms and conditions for the warrants of series TO 2 can be found in the prospectus approved by the Danish Financial Supervisory Authority and published by the Company on 24 April 2023.
The approved prospectus as well as additional informative documents, including a Brain+ investor teaser and a FAQ summary related to the exercise of warrants of series TO 2, are available on the Company’s webpage under Exercise of TO2 warrants - Brain+ Better brain better life (brain-plus.com). The prospectus is also available on the Danish Financial Supervisory Authority's website (https://oam.finanstilsynet.dk).
Summarized terms for the warrants of series TO2:
| Exercise period: | 2 - 16 October 2023 |
| Exercise price: | DKK 0.20 |
| Last day of trading in warrants of series TO 2: | 12 October 2023 |
| Issue volume: | 28,542,348 warrants of series TO 2 which entitle to a maximum subscription of 28.542,348 new shares in the Company. If all warrants are exercised, Brain+ will receive proceeds of approximately DKK 5.7 million before issuing costs. |
| Dilution: | Upon full exercise of warrants of series TO 2, the number of shares of nominal value DKK 0.10 each will increase by 28,542,348 from 44,262,866 shares to 72,805,214 shares, and the share capital will increase by DKK 2,854,234.80 from DKK 4,426,286.60 to DKK 7,280,521.40. If all warrants of series TO 2 are exercised, the dilution of the number of shares and votes in the Company amounts to approximately 39 percent. |
Advisors
In connection with the unit rights issue including the issue and exercise of warrants of series TO 2, Sedermera Corporate Finance AB and Gemstone Capital A/S 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
Gemstone Capital A/S
Phone: +45 33 22 07 00
E-mail: sh@gemstonecapital.com
www.gemstonecapital.com
For more information about Brain+, please contact:
Kim Baden-Kristensen, CEO
Phone: +45 31 39 33 17
E-mail: kim@brain-plus.com
www.brain-plus.com
Certified Adviser
Keswick Global AG
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
