Directed issue of units to guarantors and registration of shares from both the rights issue and the directed issue

Copenhagen, Denmark, 5 July 2024 – Brain+ A/S (Nasdaq First North: BRAINP) 

• The Board of Directors in Brain+ has carried out a directed issue of units as compensation to guarantors of the Company’s unit rights issue in June  

• The increase in share capital and in number of shares from the rights issue and the directed issue has subsequently been registred with the Danish Business Authority 

• An application to have the new shares and the warrants of series TO 4 admitted for trading on Nasdaq First North Growth Market Denmark will be submitted for expected first day of trading on 11 July 2024 

On 27 June 2024, Brain+ A/S (“Brain+” or “the Company”) announced the outcome of is rights issue of units (shares and warrants of series TO 4) with pre-emptive rights for existing shareholders (the Rights Issue”). The Rights Issue had a subscription period running from 11 June to 24 June 2024. Following the outcome of the Rights Issue, the Board of Directors in Brain+ has decided to carry out a directed issue of units to guarantors of the Rights Issue, who could opt to have compensation for their commitments in the form of extra units (the “Directed Issue”). The decision to carry out the Directed Issue was based on the authorization stated under section 4.1.1 and 4.1.2 of the Company’s articles of association. The units in the Directed Issue were issued under the same terms as units in the Rights Issue.  

In connection with the completion of the unit rights issue, CEO Kim Baden-Kristensen said: 
“I am truly thankful for the outcome of the rights issue, and in particular for the instrumental commitments we have received from our larger existing shareholders. It is also very positive that Brain+ has attracted its first investment from a health tech specialized institutional investor as part of the transaction. Since the end of the subscription period, we have seen a significant increase in the company’s share price, which creates immediate value for the shareholders and other investors who subscribed in the issue. Further, this development has most likely guided the decisions by the largest bottom-up guarantors of the issue to have their compensation in units rather than in cash, thereby reducing transaction costs and increasing net proceeds to Brain+.” 

Registration of the new shares from both the Rights Issue and the Directed Issue has been completed with the Danish Business Authority. 

Number of shares and share capital arising from the Rights Issue 
In the Rights Issue, a total of 6,768,490 units were subscribed for including activated bottom-up and top-down guarantee subscription. As a results of subscriptions in the Rights Issue, Brain+’ share capital was increased by nominally DKK 5,956,271.20 (6,768,490 units with 11 shares in each unit, corresponding to 74,453,390 shares, each with a nominal value of DKK 0.08). Additionally, a total of 60,916,410 warrants of series TO 4 (6,768,490 units with 9 warrants each) were issued free-of-charge to subscribers in the Rights Issue. 

Number of shares and share capital arising from the Directed Issue 
In the Directed Issue, a total of 508,952 units were issued as compensation to bottom-up and top-down guarantors of the Rights Issue. As a result of the Directed Issue, Brain+’ share capital was increased additionally by nominally DKK 447,877.76 (508,952 units with 11 shares in each unit, corresponding to 5,598,472 shares, each with a nominal value of DKK 0.08). Additionally, a total of 4,580,568 warrants of series TO 4 (508,952 units with 9 warrants each) were issued in the Directed Issue. 

Registration of the new shares and application for admission for trading 
After registration of the new shares from both the Rights Issue and the Directed Issue, Brain+’ share capital amounts to nominally DKK 13,720,091.28, corresponding to 171,501,141 shares with a nominal value of DKK 0.08 each. In addition, there are now a total of 65,496,978 warrants of series TO 4 outstanding.  

Application will be made to Nasdaq Copenhagen A/S for the new shares and warrants of series TO 4 from both the Rights Issue and the Directed Issue to be admitted for trading on Nasdaq First North Growth Market Denmark. It is expected that the first day of trading of the new shares and the warrants of series TO 4 will be 11 July 2024. 

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 and the settlement agent. 

Contact Information 

CEO and Co-founder Kim Baden-Kristensen, + 45 31 39 33 17 (SMS), kim@brain-plus.com
OR 
CFO Hanne Vissing Leth, + 45 53 88 99 02, hanne@brian-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.