The subscription period in Brain+ unit rights issue begins today

Copenhagen, Denmark, 11 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.

Today, 11 June 2024, the subscription period commences in Brain+ A/S´ (“Brain+” or the “Company”) issue of units (bundle of new shares in Brain+ and warrants of series TO 4) with pre-emptive subscription rights for the Company’s existing shareholders (the “Rights Issue”). The subscription period runs until and including 24 June 2024. The Rights Issue can, upon full subscription, provide the Company with approximately DKK 8.94 million before deduction of transaction related costs and without counting proceeds from the exercise of the TO 4 warrants.

Summary of the Rights Issue

• Nine (9) unit rights give the holder the right to subscribe for one (1) unit.
• 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 shares in the Company and nine warrants of series TO 4.
• The subscription price is DKK 0.88 per unit, corresponding to a subscription price of DKK 0.08 per new share in Brain+. Warrants of series TO 4 are issued free of charge.
• The Rights Issue comprises a maximum of 10,161,031 units, corresponding to a total of 111,771,341 new shares and 91,449,279 warrants of series TO 4. If fully subscribed, Brain+ will receive approximately DKK 8.94 million in gross proceeds before issue related costs of approximately DKK 1.85 million. DKK 0.36 million of the issue related costs are compensation to guarantors of the issue and DKK 1.49 million relates to other costs. After repayment of the associated bridge loan of DKK 2.00 million received by Brain+ prior to the Rights Issue and its associated loan costs, the maximum net proceeds to Brain+ from the Rights Issue amounts to DKK 5.01 million. In addition, the warrants of series TO 4 can, if the Rights Issue is fully subscribed, and all warrants of series TO 4 subsequently is exercised for subscription at the highest exercise price of DKK 0.10, provide the Company with up to DKK 9.14 million in additional gross proceeds before deduction of warrant exercise related costs of approximately DKK 0.74 million (if warrants of series TO 4 are fully exercised).
• Brain+ has received written subscription commitments from members of the board and management as well as larger shareholders of approximately DKK 2.65 million. Additionally, Brain+ has received bottom-up guarantee commitments from external investors of DKK 2.37 million and a top-down guarantee commitments from members of the board and management of approximately DKK 0.36 million. Hence, the Rights Issue is via pre-commitments secured to approximately DKK 5.38 million in gross proceeds, corresponding to approximately 60.2 percent. Neither the guarantee nor the subscription commitments are secured by bank guarantees, escrow funds, pledges, or similar, thus there is a risk that the commitments, in whole or in part, may not be fulfilled.

Timetable for the Rights Issue

Investment Brochure

In order to provide its existing shareholders as well as other investors and stakeholders with information prior to the Rights Issue, Brain+ has made and published an investment brochure. The investment brochure holds information about the Company, its business, products and strategy, as well as 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).

Important information to investors

Any investor, existing and new, are advised to check with their respective custodian bank when subscription in the Rights Issue must be completed. Last day for subscription may differ between custodian banks. For example, Nordnet closes for subscription on 23 June 2024, and investors who hold pre-emptive unit rights via Nordnet and not responded by 17 June 2024 will have their pre-emptive unit rights sold.

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, CFO
Phone: +45 53889902
E-mail: hanne@brain-plus.com
 

Certified Adviser

Keswick Global AG

Phone: +43 1 740 408 045

E-mail: info@keswickglobal.com