Brain+ A/S: Brain+ announces that 58% of its warrants of series TO 3 are covered by early commitments

Copenhagen, Denmark, 11 March 2024 - Brain+ A/S (Nasdaq First North: BRAINP)

Brain+ A/S ("Brain+" or "the Company") announces that all members of its management team and members/observers of its board of directors have committed to exercise all their warrants of series TO 3 and provide guarantees, covering a combined 6% of the total outstanding. Further, the company has been met with substantial early support from several of its largest investors, in the form of firm commitments to exercise warrants of series TO 3 and provide guarantees. In total, Brain+ has so far received commitments covering approximately 58% of the total number of 28,542,348 warrants of series TO 3 outstanding.

Each warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in Brain+ at a price of DKK 0.11. As earlier announced, the exercise price has been calculated as 70% of the volume-weighted average trading price for the company's shares in the period from 8 February 2024 to 6 March 2024. If all warrants are exercised/guaranteed, it will provide Brain+ with proceeds of DKK 3.14 million before transaction related costs, adding at least 3 months to the company's financial runway. The total commitments received so far secure Brain+ DKK 1.83 million in gross proceeds.

In parallel with the ongoing exercise of warrants of series TO 3, Brain+ is evaluating different options available to secure the longer-term funding of the company's activities. These include among others to make a directed issue of new shares to existing and new investors both in Denmark and abroad. It is also being considered how to benefit from the significant gap in the valuation of near-commercial health tech companies between the public and private equity markets. The main objectives for board and management are to secure the company's operations, while optimizing the value for existing shareholders and other stakeholders. As soon as a decision on subsequent funding measures has been taken, Brain+ will inform the market in a company announcement.

Holders of warrants of series TO 3 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 not all warrants are 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 28,542,348 outstanding warrants of series TO 3. 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 will be paid for guaranteed commitments.

Overview of commitments in ongoing Brain+ TO 3 warrant exercise

Name No. of Exercise Guarantor               
warrants commitment commitment Total
(DKK) (DKK)   commitment (DKK)
Johan Luthman 240,000 26,400 - 26,400
(Interim
chairman) 1,000,000 - 110,000 110,000

Tim Juergens 120,000 6,600 6,600 13,200
(board
observer)    263,088 28,940 - 28,940

Kim Baden 10,000 - 10,000 10,000
-Kristensen
(CEO) 1,713,997 61,940 126,600 188,540

Hanne Leth
Hillman (CFO)

Simon Nielsen
(Dir,
Science&Dev.)

Board &
Management -
Total

John Haurum 2,860,600 314,666 - 314,666
(+10%
shareholder)
CD Holding ApS 2,272,727 198,000 52,000 250,000
(+5%
shareholder)
Members of 4,535,312 320,965 177,919 498,884
Danish family
Other large 5,273,636 165,100 415,000 580,100
Brain+
shareholders
Total 16,656,273 1,060,671 771,519 1,832,190
commitments

Summarized terms for the warrants of series TO3:

Exercise period: 11 - 22 March 2024 (the last day of exercise can be
earlier in some custodian banks)
Exercise price: DKK 0.11
Last day of trading in 20 March 2023
warrants of series TO
2:
Issue volume: 28,542,348 warrants of series TO 3 which entitle to a
maximum subscription of 28,542,348 new shares. If all
warrants are exercised, the Company will receive
approximately DKK 3.14 million before transaction
related costs.
Dilution: Upon full exercise of warrants of series TO 3, the
number of shares of nominal value DKK 0.10 each will
increase by 28,542,348 shares from 65,462,430 shares
to 94,004,778 shares, and the share capital will
increase by DKK 2,854,234.80 from DKK 6,546,243.00 to
DKK 9,400,477.80. If all warrants of series TO 3 are
exercised, the dilution of the number of shares and
votes in the Company amounts to approximately 30.36%.

Complete terms and conditions for the warrants of series TO 3 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 FAQ summary related to the exercise of warrants of series TO 3, will be available on the Company's webpage (www.brain-plus.com/investor). The prospectus is also available on the Danish Financial Supervisory Authority's website (https://oam.finanstilsynet.dk).

Compensation

As announced by Brain+ on 7 March 2024, compensation will be available to any investor who suffers a financial loss due to the amendment of the terms of exercise of the warrants of series TO 3. The criteria to be eligible for such compensation was announced on 7 March 2024 (see Company Announcement Brain+ A/S announces amended terms for upcoming TO 3 warrant exercise) and will together with worked examples of how such compensation will be calculated be made available on the Company's website (www.brain-plus.com/investor) on Monday 11 March 2024.

Advisors
In connection with the unit rights issue including the issue and exercise of warrants of series TO 3, 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