Last day for subscription in the ongoing rights issue

Copenhagen, Denmark, 21 June, 2024 – Brain+ A/S (Nasdaq First North: BRAINP)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Monday, 24 June 2024, is the last day for subscription in Brain+ A/S’ (“Brain+” or the “Company”) ongoing issue of units with pre-emptive rights for the Company’s existing shareholders (the “Rights Issue”). The Rights Issue can, upon full subscription, provide Brain+ with approximately DKK 8.94 million in proceeds before deduction of transaction related costs.

Please note that some banks and nominees have deadlines for subscription earlier than 24 of June. Shareholders should therefore check with their bank or nominee, whether they apply an earlier deadline for subscription.

Brain+ announces that the last day of the subscription period in Brain+’ Rights Issue of units is Monday 24 June 2024. As the last day for subscription may differ between custodian banks, all investors, existing and new, are advised to check with their respective custodian bank when subscription in the Rights Issue must be completed. For example, Nordnet closes for subscription on 23 June 2024.

Summary of the Rights Issue

• Existing Brain+ shareholders have been allocated 1 unit subscription right per existing share they held in Brain+ on 10 June 2024. Nine (9) subscription rights allow guaranteed subscription of one (1) unit. Units can also be subscribed for without the backing of unit rights.
• One (1) unit consists of eleven (11) new shares in Brain+ and nine (9) warrants of series TO 4.  So, subscription for one unit means subscription for eleven (11) new Brain+ shares and nine (9) warrants of series TO 4.
• The subscription price is DKK 0.88 per unit, corresponding to a subscription price of DKK 0.08 per share. Warrants are issued free of charge.
• The Rights Issue comprises a maximum of 10,161,031 units, corresponding to a total offer of 111,771,341 new shares and 91,449,279 warrants of series TO 4. If units are fully subscribed, Brain+ will receive approximately DKK 8.94 million in gross proceeds before issue related costs.
• The warrants of series TO 4 will be exercisable for new shares in September. If the ongoing Rights Issue is fully subscribed and all warrants of series TO 4 subsequently are exercised at the lowest exercise price of DKK 0.08 per share, the TO 4 warrants can provide Brain+ with approximately DKK 7.32 million in additional gross proceeds before transaction related costs, and if all warrants of TO 4 are exercised at the highest exercise price of DKK 0.10 per share, provide Brain+ with approximately DKK 9.14 million in additional gross proceeds before transaction costs.

Timetable for the Rights Issue

Investment brochure

In order to provide existing shareholders of Brain+ as well as other investors and stakeholders to the Company with information prior to the Rights Issue, an investment brochure has been prepared. The investment brochure provides information about the Company, its business, products and strategy, and about the Rights Issue. The brochure is available on the websites of Brain+ (2024 Unit rights issue - Brain+ Better brain better life (brain-plus.com) and its financial advisor Sedermera Corporate Finance AB.

For complete information about the Rights Issue please see Brain+' company announcement from 7 May 2024 (https://websolutions.ne.cision.com/releasedetail.html?releaseIdentifier=790256354D5B017F).

Questions related to the Rights Issue

In case of any question about Brain+, the Rights Issue or the financial instruments, please reach out to either Brain+ CEO, Kim Baden-Kristensen (email: kim@brain-plus.com, mobile: +45 31 39 33 17) or Brain+ CFO, Hanne Vissing Leth (email: hanne@brain-plus.com, mobile: +45 53 88 99 02).

Questions can also be addressed to Brain+’ financial advisor, Sedermera Corporate Finance, or the issuing agent, Nordic Issuing, using the contact details below.

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.

For more information about the Rights Issue, 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 technicalities and the financial instruments, please contact:

Nordic Issuing AB
Phone: +46 (0) 40 632 00 20
E-mail: info@nordic-issuing.se
www.nordic-issuing.se

For more information about Brain+, please contact:

Kim Baden-Kristensen, CEO
Phone: +45 31393317
E-mail: kim@brain-plus.com

Or,

Hanne Vissing Leth
Phone: +45 53889902
E-mail: hanne@brain-plus.com
www.brain-plus.com

Certified Adviser

Keswick Global AG
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com