The subscription period in Brain+’ rights issue of units begins today
Copenhagen, Denmark, 17 March 2025 – 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, 17 March 2025, begins the subscription period in Brain+ A/S’ (“Brain+” or the “Company”) issue of units with pre-emptive subscription rights for the Company’s existing shareholders (the “Rights Issue”). The subscription period runs over 10 consecutive banking days until and including 28 March 2025. The Rights Issue can, upon full subscription, provide Brain+ with approximately DKK 16.0 million in proceeds before deduction of transaction related costs. The issue is secured at 50% through pre-subscription and guarantee commitments, corresponding to guaranteed gross proceeds of approximately DKK 8.0 million before deduction of transaction related costs.
Summary of the Rights Issue
- All shareholders in Brain+, who held shares in deposit on the record date of 14 March 2025, have received one (1) unit subscription right (“Unit Right”) for each existing Brain+ share held in deposit.
- For fifteen (15) Unit Rights the holder will be entitled to subscribe for one (1) unit with pre-emptive right (= guaranteed allocation).
- One (1) unit consists of fifty-three (53) new shares in Brain+ and fifty-three (53) warrants of series TO 5 (“Unit”). So, subscription for one (1) Unit means subscription for fifty-three (53) new Brain+ shares and fifty-three (53) warrants of series TO 5.
- The subscription price is DKK 1.1289 per unit, corresponding to a subscription price of DKK 0.0213 per share. Warrants of series TO 5 are subscribed free of charge.
- The subscription period commences on 17 March 2025 at 9:00 CET (Central European Time = local Danish time) and closes on 28 March 2025 at 17:00 CET (the “Subscription Period”). Earlier response dates can be set by some custodian banks and e.g. has Nordnet set the last response date for Brain+ shareholders to subscribe on their allocated Unit Rights to 23 March 2025.
- The Rights Issue comprises a maximum of 14,169,365 Units, corresponding to a maximum of 750,976,345 new shares in Brain+ and 750,976,345 warrants of series TO 5. If fully subscribed, Brain+ will receive approximately DKK 16.0 million in gross proceeds, corresponding to approximately DKK 13.8 million net of costs directly related to the Rights Issue of approximately DKK 2.2 million. After adjusting for the DKK 3.3 million in non-cash subscription by conversion of debt and the DKK 1.7 million in repayment of loan amount and interest of the associated bridge loan, received by Brain+ in January/February 2025 and announced on 22 January 2025 (Brain+ Company Announcement – No. 2025-01) the maximum net proceeds to Brain+ from the Rights Issue amounts to DKK 8.8 million.
- Each one (1) warrant of series TO 5 will entitle the holder to subscribe for one (1) new Brain+ share during the warrant exercise period that is scheduled for 3 – 17 June 2025. The exercise price of the TO 5 warrants will be determined to 70 percent of the volume-weighted average price (“VWAP”) of Brain+’ existing shares on Nasdaq First North Growth Market Denmark during ten (10) consecutive trading days ending on 30 May 2025. The exercise price cannot be lower than the nominal value of DKK 0.01 per share and not higher than DKK 0.03195 per share. Brain+ will inform the market of the final exercise price in a company announcement on 2 June 2025. Warrants of series TO 5 are to be admitted to trading on Nasdaq First North Growth Market Denmark following completion of the Rights Issue, with the first day of trading expected to be on 11 April 2025. The last day of trading of warrants of series TO 5 will be 13 June 2025.
- If the Rights Issue is fully subscribed and if subsequently, all issued warrants of series TO 5 are exercised for subscription at the highest exercise price of DKK 0.03195, Brain+ can be provided with up to approximately DKK 24.0 million in additional gross proceeds from the warrant exercise. This will correspond to approximately DKK 22.5 million in net proceeds after deduction of warrant exercise related costs of a maximum of approximately DKK 1.5 million (if warrants of series TO 5 are fully exercised at highest exercise price).
- Total maximum gross proceeds to Brain+ from the Rights Issue and the TO 5 warrant exercise combined amount to approximately DKK 40.0 million (if both the Rights Issue is fully subscribed and the TO 5 warrants are subsequently fully exercised to the highest possible price). This will provide Brain+ with DKK 36.3 million in combined proceeds net of transaction related costs (before deduction of the non-cash subscriptions by conversion of debt and bridge loan associated costs totaling DKK 5.0 million). Maximum net proceeds can secure funding for Brain+ current commercialization plan until the company is expected to become cash flow positive by mid-2026, and in addition enable investment in accelerated commercial scaling and revenue growth in the UK as well as reactivation of the product pipeline, which was put on hold in January 2025 to reduce operating expenses (OPEX) and extend financial runway.
- Brain+ has received pre-subscription commitments from existing shareholders and new investors of approximately DKK 4.2 million, including approximately DKK 1.0 million from its Board of Directors and Management, and guarantee commitments of approximately DKK 3.8 million. Hence, the Rights Issue is secured to approximately DKK 8.0 million, corresponding to approximately 50% of the total offer. If the Rights Issue is only subscribed to the secured amount, hence providing Brain+ with approximately DKK 4.6 million in net proceeds after repayment of the bridge loan including interest, the Company will have sufficient funding to and including the month of June when the TO 5 exercise takes place.
Timetable for the Rights Issue
| Allocation of Unit Rights | 14 March 2025 |
| Last day of trading in unit rights | 26 March 2025 |
| Subscription period | 17 – 28 March 2025 |
| Expected announcement of the outcome of the Rights Issue | 2 April 2025 |
| Estimated date for first day of trading in new shares and warrants | 11 April 2025 |
How to subscribe
Units in the Rights Issue can be subscribed both with and without support from Unit Rights. Subscription with support from Unit Rights is pre-emptive, meaning the subscriber is guaranteed allocation of the full amount of new Brain+ shares subscribed for. Subscription without support from Unit Rights is conditional on not all Unit Rights being used.
Subscriptions either with or without support from Unit Rights shall be submitted via the subscriber’s own account holding or custodian bank according to the bank’s respective instructions. Most custodian banks offer the possibility to subscribe for Units digitally via thier respective trading platforms. For detailed instructions on how to submit a subscription, each shareholder shall contact their custodian bank.
Important information about the timeline for subscription
Any Brain+ shareholder or other investor, wishing to subscribe in the Rights Issue, is advised to check with their respective custodian bank when subscription must be completed. Last day for subscription may differ among custodian banks. For example, Nordnet closes for subscriptions on 26 March 2025, and investors who hold pre-emptive unit rights via Nordnet, must respond to the offer by 23 March 2025, or they will have their pre-emptive unit rights sold.
Informational folder
Brain+ will publish an informational folder containing summarizing key details about the Company, its business activities, outlook and use of proceeds as well as relevant information about the Rights Issue as disclosed in this and previous company announcements. The informational folder will be held accessible under the Investor section on Brain+’ website www.brain-plus.com during the subscription period.
Advisors
In connection with the Rights Issue, Sedermera Corporate Finance AB 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 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
Phone: +45 53889902
E-mail: [email protected]
www.brain-plus.com
Certified Adviser
HC Andersen Capital 2 ApS
Phone: +45 28 74 66 40
E-mail: [email protected]
Important information
This Company Announcement does not constitute an offer to acquire shares, warrants, subscription rights, temporary units and/or other securities in Brain+ A/S. The offer to subscribe for securities in Brain+ only occurs through the company announcement, which was published on 6 March 2025 (the “company announcement”) and is available on Brain+'s website (www.brain-plus.com). 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.