Brain+ A/S publishes the outcome of its rights issue of units

Copenhagen, Denmark, June 27 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.

The public subscription period in Brain+ A/S’ (“Brain+” or the “Company”) rights issue of units with pre-emptive subscription rights for the Company’s existing shareholders ended on June 24, 2024. The rights issue was subscribed to a total of 46.5%, including pre-subscription commitments, which together with partly activated bottom-up guarantee commitments and activated top-down guarantee commitments, resulted in the rights issue being finally subscribed to 66.6%. This will provide Brain+ with proceeds of approximately DKK 6.0 million before repayment of the bridge loan received by the Company end May 2024 and deduction of transaction related costs. The outcome of the rights issue of units will ensure Brain+ net proceeds to fund the continued execution of its UK focused go-to-market plan towards commercial introduction of the UK CST-Assistant v.2.0 by end Q3 2024.

In a comment to the outcome of the rights issue, Brain+ CEO Kim Baden-Kristensen says:

"I am deeply grateful for the support we have received from our long-term shareholders, from guarantors and from new investors who have now joined us on our mission to help relieve the heavy burden of dementia. The outcome of the rights issue provides us with sufficient capital to execute our UK focused go-to-market plan for commercial introduction of the CST-Assistant v2.0 in this major market by end Q3 2024. This means that we expect to realize a number of key milestones before the exercise of the TO 4 warrants in late September, including completion of the ongoing usability study with AgeUK, full UK regulatory compliance, UK certification of the CST-Assistant as medical device software and finally the UK market introduction. This is a proud result in a tough capital market, and I believe we are starting to see the tide turning. We will continue to be extremely cost-efficient while focusing on our key objectives as we strive to improve lives for people living with dementia and create value for our shareholders. We look forward to sharing news with the investor market as we continue to realize milestones and advance on our UK plan.”

Subscription, allocation, and payment

Including pre-subscription commitments, 3,308,192 units were subscribed for with support of pre-emptive unit subscription rights and 1,414,603 units were subscribed for without support of such rights. Hence the rights issue was subscribed to approximately 46.5 percent, corresponding to DKK 4,156,059.60.  This has resulted in bottom-up guarantee commitments being partly activated to subscribe for 990,218 units up to 56.2% of the issue. while top-down guarantee commitments have been fully activated to subscribe for 1,055,477 units. Including all subscriptions and activated guarantee commitments, the rights issue was thus finally subscribed to a total of 66.6%.

Through the rights issue, the Company receives DKK 6.0 million in gross proceeds before deduction of transaction related costs of approximately DKK 1.7 million, including compensation to bottom-up guarantee providers of up to DKK 0.4 million, if all bottom-up guarantors choose to have their compensation paid in cash). Net proceeds to be received by Brain+ after repayment of the bridge loan obtained on 22 May 2024 amounts to approximately DKK 2.2 million.

Allocation of the 1,414,603 units subscribed for without support of pre-emptive unit subscription rights has been made in accordance with the principles described in Brain+’ company announcement from 7 May 2024. Payment for units without support of pre-emptive rights will be made via a delivery versus payment transfer through the subscribers’ custodian banks.

With the outcome of the unit rights issue, a total of 74,453,390 new Brain+ shares of nominal value DKK 0.08 each and 60,916,410 warrants of series TO 4 are to be issued.

Registration of the share issue with the Danish Business Authority is expected to be made on or around 4 July 2024 and application will subsequently be made to Nasdaq Copenhagen A/S for the new shares and the warrants of series TO4 to be admitted to trading on Nasdaq First North Growth Market Denmark. The first day of trading for both the shares and the warrants of series TO 4 is expected to be on or around 11 July 2024.

Compensation for guarantee commitments

Bottom-up guarantors of the rights issue will receive a compensation for their guarantee commitment of 15% in cash or 20% in the form of units to be issued at the same terms as in the rights issue. Top-down guarantors will receive a compensation for their guarantee commitment of 10% in the form of units to be issued at the same terms as in the rights issue. The board of directors in Brain+ will resolve to carry out a directed issue of units to the guarantors taking their compensation in the form of units. The outcome of the directed issue to guarantors will be communicated by Brain+ in a separate company announcement.

Number of shares and share capital

After the new shares from the rights issue have been registered with the Danish Business Authority, Brain+’ share capital will increase with nominally DKK 5,956,271.20, from nominally DKK 7,315,942.32 to nominally DKK 13,272,213.52. The total number of shares will increase by 74,453,390 shares, from 91,449,279 shares to 165,902,669 shares, and the dilution effect for the shareholders who did not participate in the rights issue will be 44.9%.

The previously communicated issuance of units to cover top-down guarantor compensation and with be in the form of a directed issue to follow after the rights issue. This directed issue will further increase Brain+’ share capital, the number of shares and the dilution to non-participating investors. The exact number of units to be issued in the directed issue depends on how many of the bottom-up guarantors will choose compensation in the form of units. The final number of units to be issued in the directed issue will be communicated by Brain+ in a separate company announcement.

Summary of terms for warrants of series TO 4

Through the rights issue, a total of 60,916,410 warrants of series TO 4 are to be issued and admitted to trading at Nasdaq First North Growth Market Denmark. Warrants of series TO 4 have an exercise period from and including 16 September 2024 to and including 27 September 2024. Last day of trading in warrants of series TO 4 is expected to be 25 September 2024. The exercise price of warrants of series TO 4 shall amount to seventy (70) percent of the average volume-weighted price for the Brain+ share according to Nasdaq First North Growth Market’s official price statistics during a period of twenty (20) consecutive trading days ending two (2) trading days before the exercise period begins. Brain+ will at latest publish the exercise price for the TO 4 warrants the day before the first day of the exercise period. The exercise price shall be rounded to the nearest whole Danish øre. The exercise price shall not exceed DKK 0.10 per new share and shall not be less than DKK 0.08 per new share. One (1) warrant of series TO 4 gives the right to subscribe for one (1) new share in Brain+ at the exercise price. If all warrants of series TO 4 are exercised to the highest exercise price of DKK 0.10, Brain+ will receive approximately DKK 6.1 million before transaction costs of estimated approximately DKK 0.6 million.

Through the exercise of warrants of series TO 4, the share capital can increase by up to DKK 4,873,312.80. Provided that the TO 4 warrants are fully exercised, ithe corresponding issuance of new shares will result in a dilution of approximately 26.9% for shareholders in Brain+, who do not participate in the warrant exercise.

Full terms and conditions for the warrants of series TO 4 are available on Brain+ website, www.brain-plus.com.

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: [email protected]

www.sedermera.se

For more information about Brain+, please contact:

Kim Baden-Kristensen, CEO

Phone: +45 31393317

E-mail: [email protected]

OR

Hanne Vissing Leth, CFO

Phone: +45 53 88 99 02

E-mail: [email protected]

www.brain-plus.com

Certified Adviser

Keswick Global AG

Phone: +43 1 740 408 045

E-mail: [email protected]