Brain+ A/S: Brain+ announces that 77% of its warrants of series TO 3 are now covered by commitments

Today, Brain+ A/S ("Brain+" or "the Company") announced to have received additional commitments from shareholders to exercise and guarantee the company's warrants of series TO 3, bringing the total firm coverage of the 28,542,348 warrants outstanding up to 71%. Including 6% in soft commitments from shareholders to exercise warrants gives a total coverage of 77%. The TO 3 warrant commitments received to date already exceed the outcome of the company's series TO 2 warrant exercise in October 2023, where a total of 74% was subscribed for and of which guarantors accounted for 7%. Guarantor commitments received on the TO 3 warrants so far account for 39%.    

On 11 March 2024, the first day in the exercise period for the warrants of series TO 3, which runs until and including Friday 22 March 2024, Brain+ announced that 58% of its warrants of series TO 3 had been covered by pre-commitments from its management, board and largest shareholders to exercise and provide guarantees.

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 will provide gross proceeds to Brain+ of DKK 2.41 million.

As earlier announced, Brain+ is in parallel with the TO 3 warrant exercise evaluating next step funding measures to secure the longer-term funding of the company's activities. These include to make a directed issue of new shares or convertible notes to existing and new investors both in Denmark and abroad, while 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 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 (board
observer)           120,000 6,600 6,600 13,200

Kim Baden 263,088 28,940 - 28,940
-Kristensen (CEO)
90,909 - 10,000 10,000
Hanne Leth Hillman
(CFO) 1,713,997 61,940 126,600 188,540

Simon Nielsen (Dir,
Science&Dev.)

Board & Management
- Total

John Haurum (+10% 2,860,600 314,666 - 314,666
shareholder)
CD Holding ApS (+5% 2,272,727 198,000 52,000 250,000
shareholder)
Members of Danish 4,623,012 320,965 187,566 508,531
family
Other large Brain+
shareholders
    Firm 8,659,234 371,516 581,000 952,516
commitments
    Soft 1,800,000 198,000 - 198,000
commitments
Total commitments 21,929,571 1,465,087 947,166 2,412,253

Summarized terms for the warrants of series TO3:

Exercise period: 11 - 22 March 2024 (last day of exercise in Nordnet
and Avanza is 20 March 2024)
Exercise price: DKK 0.11
Last day of trading in 20 March 2023
warrants of series TO
3:
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 are available also in the Investor section of Brain+' website (www.brain-plus.com/investor) together with worked examples of how such compensation will be calculated and information on how to apply for compensation.

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 acts 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