Brain+ announces directed issue of units to convertible loan providers and guarantors
Copenhagen, Denmark, 9 April 2025 – Brain+ A/S (Nasdaq First North: BRAINP)
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The board of directors in Brain+ A/S (“Brain+” or “the Company”) has today used the authorization from the extraordinary general meeting on 12 February 2025 and resolved to carry out a directed issue of units (the “Directed Issue”). The Directed Issue is to compensate convertible bridge loan providers and five (5) of the seven (7) guarantors of the Company’s rights issue in March 2025 (the “Rights Issue”), who have chosen to have at least 50% of the compensation for their commitments paid in the form of extra units. The units in the Directed Issue will be issued with the same structure and under the same terms as the units in the Rights Issue and will be paid for by offsetting the convertible bridge lenders' and Rights Issue guarantors' claims on the Company. After the Directed Issue the share capital in Brain+ will be increased to nominally DKK 6,527,200.07, and the number of shares to 652,720,007.
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Background
As communicated by Brain+ in connection with its recent Rights Issue, guarantors of the issue will receive compensation for their guarantee commitments. As per the guarantee agreements, they have been given the option to receive either 15% compensation if paid in cash or 25% compensation if paid in the form of extra issued units to be issued following the Rights Issue. Five (5) out of the seven (7) guarantors have chosen to receive at least 50% of their compensation in the form of units.
In addition, and as communicated in connection with the Company’s announcement on 22 January 2025 of the intention to carry out the Rights Issue, providers of the convertible part of the bridge loan, paid to Brain+ in January in connection with the Rights Issue, are entitled to a loan premium of 20% plus 2% monthly interest. As per the bridge loan agreements, both premium and interest are to be paid in the form of extra issued units after completion of the Rights Issue.
The directed issue of units
The Board of Directors in Brain+ has today, based on the authorisation granted by the Extraordinary General Meeting on 12 February 2025 and reflected in article 4.6 of the Company’s Articles of Association, decided to carry out the Directed Issue. The units in the Directed Issue will be issued with the same structure and under the same terms as the units in the Rights Issue. The purpose of the Directed Issue and the reason for deviating from shareholders' preferential rights is to fulfil the Company's contractual obligations to the guarantors of the Rights Issue and the convertible loan providers. The decision by the Board of Directors is thus based on the terms agreed in the bridge loan and guarantee agreements, which were negotiated between Brain+ and the investors with support of the Company’s financial advisor before the decision to carry out the Rights Issue. The agreed terms were essential to obtain the 50% secured amount in the Rights Issue and ensure guaranteed funding of the Company’s operations through June 2025 and until receipt of proceeds from the TO 5 warrants.
The Directed Issue includes a total of 1,225,075 new units, corresponding to approximately DKK 1.4 million to off-set the claims from guarantors and bridge lenders.
Equal to the units that have been issued as a result of the Rights Issue, each unit in the Directed Issue contains 53 new shares in Brain+ and 53 warrant of series TO 5. The subscription price is DKK 1.1289 per unit, corresponding to DKK 0.0213 per share, which is also the same as the subscription price in the Rights Issue and thus considered to be market based.
Number of shares and share capital after the Directed Issue
The Directed Issue will increase the Company’s share capital by nominally DKK 649,289.75 from DKK 5,877,910.32 after the Rights Issue to DKK 6,527,200.07, and the number of shares will increase by 64,928,975 from 587,791,032 shares after the Rights Issue to 652,720,007 shares. This corresponds to a dilution of approximately 9.9% of the total number of shares and votes in the Company after registration of the new shares with the Danish Business Authority.
Following the Rights Issue and the Directed Issue, the total number of outstanding warrants of series TO 5 will amount to 440,179,522. Through the exercise of the warrants of series TO 5 issued in the Directed Issue and exercisable in the period from 3 – 17 June 2025, Brain+’ share capital can increase by a maximum of approximately DKK 4,401,795.22, and the number of shares can increase by a maximum of 440,179,522 shares. This would result in an additional maximum dilution effect of approximately 42.8% if all outstanding warrants are exercised.
Advisors
In connection with the Rights Issue, Sedermera Corporate Finance act as financial advisors to Brain+. HC Andersen Capital 2 ApS act as legal advisor. Euronext Securities is the issuing agent and Jyske Bank is the settlement agent.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance
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
Phone: +45 53889902
E-mail: [email protected]
Certified Adviser
HC Andersen Capital 2 ApS
Phone: +45 28 74 66 40
E-mail: [email protected]
www.hcandersencapital.dk
Important information
This Company Announcement constitute an offer to acquire shares, warrants, subscription rights, temporary units and/or other securities in Brain+ A/S. Investors should not subscribe to or acquire any securities in the Company based on other information than provided in this Company announcement. No actions have been taken, nor will any actions be taken, to permit a public offering in any jurisdictions other than Denmark.
This company announcement may not be released, published, or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus, or any other jurisdiction where such distribution would be unlawful. This company announcement also does not constitute an offer to sell new shares, warrants, subscription rights, temporary units or other securities to any person in a jurisdiction where it would not be permitted to make such an offer or where such actions would require a prospectus, additional registration, or other measures beyond those required by Danish law. The Company announcement, application form, and other documents related to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue would require actions as outlined in the previous sentence or where it would violate the regulations of such a country. Actions in violation of this instruction may constitute a breach of applicable securities laws.
No shares, warrants, subscription rights, temporary units, or other securities have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, subscribed, exercised, pledged, sold, resold, allotted, delivered, or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction in the United States.
This company announcement may contain certain forward-looking information reflecting the Company’s current view of future events as well as financial and operational developments. Terms such as "intends," "assesses," "expects," "may," "plans," "believes," "estimates," and other expressions indicating or predicting future developments or trends, which are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties, as it depends on future events and circumstances. Forward-looking information does not guarantee future performance or development, and actual outcomes may differ significantly from those stated in the forward-looking information. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revisions to any forward-looking statements to reflect events occurring or circumstances arising concerning the content of this company announcement, unless required by law or the Nasdaq First North Growth Market Rulebook.