Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Denmark |
| Sektor | Hälsovård |
| Industri | Vård & Omsorg |
COMPANY ANNOUNCEMENT – No. 2025-12
Copenhagen, Denmark, 2 June 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.
Brain+ A/S (“Brain+” or the “Company”) issued 440,179,522 warrants of series TO 5 in connection with its rights issue of units in March 2025. As per the warrant terms, the exercise price has now been set at DKK 0.0134, corresponding to 70% of the volume weighted average trading price of the Company’s shares in the period from 15 – 28 May 2025, which was approximately DKK 0.019. The Brain+ warrants of series TO 5 are tradeable on Nasdaq First North Growth Market Denmark until 13 June 2025, and the exercise period for the warrants runs from 3 – 17 June 2025. If all warrants of series TO 5 are exercised, Brain+ will receive approximately DKK 5.9 million in proceeds before transaction costs. Based on the Company’s current sales forecast, this is expected to be sufficient to fund its activities until operational cash-flow break-even from mid-2026.
Background
Brain+ completed a pre-emptive rights issue of units in March 2025. As part of the issue and together with a subsequent directed issue of units as compensation to convertible loan providers and guarantors of the rights issue, a total of 440,179,522 warrants of series TO 5 were issued with each warrant giving the holder the right to subscribe for one (1) new share in the Company. The exercise price for the warrants was to be set at 70% of the volume weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market Denmark during a calculation period of 10 trading days from 15 May 2025 up to and including 28 May 2025. During the calculation period, the VWAP of the Brain+ share was approximately DKK 0.0191, and the exercise price of the warrants of series TO 5 has therefore been set at DKK 0.0134.
Exercise of the TO 5 warrants
Holders of Brain+ warrants of series TO 5, who wish to exercise their warrants to subscribe for new shares in the Company at the subscription price of DKK 0.0134, must inform their custodian bank no later than 17 June 2025. Please note that some custodian banks might have earlier deadlines for exercise than the official exercise period.
Holders of warrants of series TO 5, who do not wish to exercise their warrants to subscribe for new shares, should sell the warrants in the market no later than 13 June 2025. Please note that warrants of series TO 5, which are not sold no later than 13 June 2025 or exercised no later than 17 June 2025, will expire without value.
Summarized terms for Brain+’ warrants of series TO 5
| Exercise period: | 3 June – 17 June 2025 |
| Exercise price: | DKK 0.0134 |
| Last day of trading: | 13 June 2025 |
| Issue volume: | 440,179,522 warrants, which entitle to a maximum subscription of 440 179 522 new Brain+ shares. If all warrants are exercised, the Company will receive approximately DKK 5.9 million in proceeds before issuing costs. |
| Dilution: | Upon full exercise of warrants of series TO 5, the number of shares of nominal value DKK 0.01 each in Brain+ will increase by 440,179,522 from 652,720,007 shares to 1,092,899,529 shares, and the share capital will increase by DKK 4,401,795.22 from DKK 6,527,200.07 to DKK 10,928,995.29. If all warrants of series TO 5 are exercised, the dilution of the number of shares and votes in Brain+ will be approximately 40.3 percent. |
The complete terms and conditions for the warrants of series TO 5 can be found in Brain+ company announcement no. 2025-04 issued on 6 March 2025. The company announcement, as well as additional informative documents are available on the Company’s website: https://www.brain-plus.com/investors/.
How warrants are exercised (Nominee-registered warrants)
Subscription and payment for new shares by exercise of warrants shall be made in accordance with instructions from each nominee/custodian bank. Please contact your nominee/custodian bank directly for additional information and instructions.
Outcome
The outcome of the exercise of warrants of series TO 5 will be published by Brain+ in a company announcement on or around 18 June 2025. Shares that have been subscribed and paid for will be delivered to the subscribers’ deposit accounts when registration of the capital increase has been completed with Danish Business Authority.
Advisors
In connection with the Rights Issue, Sedermera Corporate Finance AB acts 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 warrant exercise, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0) 40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For more information about Brain+, please contact:
Devika Wood, CEO
Phone: +44 7429 280366
E-mail: devika@brain-plus.com
Or,
Hanne Vissing Leth, CFO
Phone: +45 53 88 99 02
E-mail: hanne@brain-plus.com
Certified Adviser
HC Andersen Capital 2 ApS
Phone: +45 28 74 66 40
E-mail: ca@hcandersencapital.dk
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.