Executive summary

· The Rights Issue is conditional upon the extraordinary general meeting, scheduled to be held on 26 November 2025, approving the board of directors' resolution to carry out the Rights Issue and resolving to adopt new articles of association in accordance with the board of directors' proposal.

· Anyone who is entered in the share register as a shareholder in BrainCool on the record date of 1 December 2025 will receive one (1) subscription right for each share held in the Company. Three (3) subscription rights entitle the holder to subscribe for one (1) new share.

· The Rights Issue entails an issue of a maximum of 84,463,730 shares at a subscription price of SEK 0.50 per share.

· If the Rights Issue is fully subscribed, BrainCool will receive approximately SEK 42 million before issue costs.

· The Rights Issue is subject to subscription commitments (with and without preferential rights) corresponding to 100 per cent of the Rights Issue.

· The Rights Issue may be increased by up to SEK 33 million through the Over-allotment Issue in order to meet the interest of certain external investors and existing shareholders (the "External Investors")[1]who have entered into subscription undertakings to subscribe for shares in the Rights Issue without subscription rights. The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to resolve on the Over-allotment Issue.

· The last day of trading in the Company's shares with the right to receive subscription rights is 27 November 2025 and the first day of trading in the Company's shares without the right to receive subscription rights in the Rights Issue is 28 November 2025.

· The subscription period for the Rights Issue runs from 3 December 2025 up to and including 17 December 2025.

· Full terms and conditions for the Rights Issue and other information about the Company will be set out in an information document prepared in accordance with Annex IX to the Prospectus Regulation, which is expected to be published on or around 28 November 2025 (the "Information Document").

BrainCool's CEO Jon Berg comments:
"The planned rights issue marks an important step forward for BrainCool. After a journey of both challenges and valuable lessons learnt, the company is now stronger and more focused than ever. With several commercial breakthroughs behind us and increasing sales, we see a clear path to profitable growth. In combination with the planned appointment of a new CEO with a commercial focus and the capital injection provided by the Rights Issue, BrainCool is very well placed to take the next step in its development. The new management, together with a strengthened financial position, creates a solid foundation for accelerating our market expansion and realising the significant potential that has been built up in the company. I would also like to welcome Anders Hallberg as the new largest shareholder in BrainCool (via Hallberg Management AB), provided that the general meeting resolves to approve the Rights Issue. Anders Hallberg's commitment and experience in MedTech will be a valuable addition to the Company's continued development."
 
Background and motive for the Rights Issue
BrainCool AB is in a positive commercial development phase with sales development reaching the highest level in the Company's history in the third quarter of 2025. The company's main product, IQool System, reached a sales level in Q3 2025 that, in combination with the full effect of implemented cost reductions, generates a positive cash flow for this business area. This represents an important milestone in the transition to profitability.

In the first half of 2025, the Company experienced a temporarily lower sales rate, which delayed the effects of the ongoing production cost reduction program. As sales during the period mainly consisted of systems and disposable products produced under the previous production structure, the impact of the planned margin improvements has been slightly delayed. As a result, the timing of the Group's expected cash flow positivity has also been delayed compared to previous communications.

Despite this, the cash flow positive target is still considered to be within reach, driven by the positive sales development in the third quarter and the cost reductions implemented in both personnel and production, which are expected to have full impact in H1 2026.

At the same time, the development program for RhinoChill - the Company's innovative product for precision cooling in stroke and acute cardiac arrest - is in a clinically and commercially crucial phase. To ensure continued progress in the two ongoing pivotal studies and to enable commercial preparations, additional capital injections are required. If successful, RhinoChill has the unique potential to transform the treatment of patients undergoing thrombectomy after stroke, a global market estimated at approximately USD 2 billion annually.

Alongside this, the Company is actively working to realize the value of the Cooral system, an approved product for the prevention of oral mucositis and pain in chemotherapy. An ongoing study in Umeå is being conducted at no cost to the Company, and the focus is on identifying a suitable long-term owner or partner to take the commercial development forward. This will enable BrainCool to prioritize resources towards IQool and RhinoChill, while safeguarding the value of Cooral.

The Company has also begun the recruitment of a new CEO with a commercial focus and solid experience of strategic partnerships, as well as a clear mandate to strengthen the company's market presence and increase external communication with investors and analysts.

In light of the delayed timing of cash flow positivity, the need to finance continued growth within IQool and to ensure the progress of the RhinoChill programme, the Rights Issue is now proposed.

The Board of Directors has for a period evaluated various financing options in order to ensure the Company's continued growth and strategic development. Among other things, the Company has received an indicative offer for the IQool business, but assessed that the offer does not reflect the commercial value and potential of the product. After careful assessment, the Board of Directors has found that the proposed Rights Issue is the most favourable long-term option for the Company and its shareholders.

Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive approximately SEK 42 million before deduction of issue costs of approximately SEK 2.5 million. The Company intends to use the expected net proceeds of approximately SEK 39.7 million for the following purposes:

1. Accelerate the sales development of the IQool System
   • Fund further development of the IQool platform through improved user interface, pediatric module and cost reduction programs that significantly further strengthen the gross margin.
2. Continue the development of RhinoChill
   • Finalize the two ongoing registration studies in stroke and cardiac arrest and start commercial preparations for market introduction.
   • Evaluate strategic partnerships with leading stroke care providers to maximize the global potential of the product.
3. Ensure working capital until cash flow positivity
   • The Rights Issue is expected to provide the Company with the capital required to address the delay in the margin improvement program due to lower sales rates in the first half of 2025, thereby creating the conditions to reach cash flow positivity by 2027.
4. Strengthen the Company's capital structure
   • Repayment of outstanding loans from existing shareholders.

 
If the Over-allotment Issue is fully exercised, the Company will receive an additional SEK 33 million before deduction of issue costs related to the Over-allotment Issue of approximately SEK 1.4 million (the cost depends on the extent to which the Over-allotment Issue is utilized).

Any additional capital raised through the Over-allotment Issue will be used to: i) further accelerate the commercial preparations for the market launch of RhinoChill, ii) increase the Company's flexibility in order placement and collaborations with subcontractors, iii) strengthen the possibilities for efficient inventory management to better meet seasonal variations in demand for disposable products, iv) create space for new collaborations and commercial initiatives related to IQool and RhinoChill under the leadership of the new incoming CEO, and v) create a financial buffer for unforeseen events.

Conditions for the Rights Issue
The completion of the Rights Issue is conditional upon the extraordinary general meeting approving the board of directors' resolution to carry out the Rights Issue and resolving to adopt new articles of association in accordance with the board of directors' proposal set out in the notice to the extraordinary general meeting. The notice is published through a separate press release.

The right to subscribe for shares shall, with preferential rights, be granted to those who are registered as shareholders in the Company on the record date 1 December 2025, whereby holding one (1) share entitles to one (1) subscription right and three (3) subscription rights entitle to subscription of one (1) new share. The subscription price amounts to SEK 0.50 per share, which means that BrainCool, at full subscription in the Rights Issue, will receive approximately SEK 42 million before issue costs.

The subscription period runs from 3 December 2025 to 17 December 2025. Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading in subscription rights is expected to take place on Nasdaq First North Growth Market during the period from 3 December 2025 up to and including 12 December 2025 and trading in BTAs (paid subscribed shares) is planned to take place during the period from 3 December 2025 up to and including 8 January 2026.

The Company's shareholders shall have preferential rights to subscribe for shares in proportion to the number of shares they own. The Board of Directors of the Company shall decide on the allotment of shares in the following order: (i) in the first instance, allotment shall be made to those who have subscribed for shares by virtue of subscription rights (whether or not they were shareholders on the record date) (ii) secondly, allotment shall be made to those who have only applied for subscription of shares without subscription rights and, in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares for which the subscriber has applied for subscription; and (iii) thirdly, allotment shall be made to the External Investors who have given subscription undertakings regarding subscription of shares. To the extent that allotment at any stage in accordance with the above cannot be made pro rata, allotment shall be made by drawing lots.

Complete terms and conditions for the Rights Issue and other information about the Company will be set out in an information document prepared in accordance with Annex IX to the Prospectus Regulation, which is expected to be published on or around 28 November 2025 (the "Information Document").

Subscription undertakings
BrainCool has received subscription undertakings from several board members and shareholders, totalling approximately SEK 9.2 million, corresponding to approximately 21.9 percent of the Rights Issue. BrainCool has also received subscription undertakings from the External Investors for subscription of shares without subscription rights totalling SEK 33 million, corresponding to approximately 78.1 percent of the Rights Issue ("External Subscription Undertakings"). No compensation is paid for the subscription undertakings.

In addition to the subscription undertakings, existing shareholders have expressed intentions to subscribe for shares in the Rights Issue corresponding to approximately SEK 1.3 million or 3.1 percent of the Rights Issue.

In total, the Rights Issue is thus covered by subscription undertakings amounting to a total of approximately SEK 42.2 million, corresponding to 100 per cent of the Rights Issue. The subscription undertakings are not secured by bank guarantees, blocked funds, pledges or similar arrangements.

Over-allotment Issue
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors to resolve to carry out the Over-allotment Issue. This authorisation may only be exercised if the Rights Issue is fully subscribed, and the Over-allotment Issue may amount to a maximum of SEK 33 million.

A condition for the External Subscription Undertakings is that full allotment is made even in the event that the Rights Issue is fully subscribed. According to the terms of the External Subscription Undertakings, the board of directors shall, provided that the extraordinary general meeting authorizes the board of directors to resolve on the Over-allotment Issue, resolve on such issue if the Rights Issue is fully subscribed. The terms and conditions of the Over-allotment Issue shall otherwise be the same as for the Rights Issue. The subscription price in the Over-allotment Issue will thus correspond to the subscription price in the Rights Issue.

The purpose of the Over-allotment Issue and the reason for the deviation from the shareholders' preferential rights is as follows. The primary purpose of the Over-allotment Issue is to ensure full allotment to the investors who have entered into subscription commitments without preferential rights and without compensation in the Rights Issue. In order to ensure that existing shareholders and other investors are given priority to subscribe for shares in addition to their pro rata share, the External Investors have been placed in third place in the allocation order for the Rights Issue. This structure means that existing shareholders will have the maximum opportunity to increase their holdings in the Company before the External Investors receive allocation. The External Investors will thus only receive allotment in the Rights Issue to the extent that shares remain after allotment to those who have subscribed with subscription rights and to those who have subscribed without subscription rights. Without the possibility of over-allotment, the Company would thus not be able to secure these External Subscription Undertakings, which are of material importance in order to carry out the Rights Issue.

The Board of Directors also sees the possibility of obtaining additional financing as an attractive opportunity to strengthen the Company's capital base and has made an overall assessment and carefully considered the possibility of raising additional capital without deviating from the shareholders' preferential rights. In making this assessment, the Board notes the challenging conditions that currently exist for medical device companies to raise capital. Furthermore, a potential Over-allotment Issue, if the Rights Issue is fully subscribed, would give the Company the opportunity to capitalize on the work already done and the investor interest that could not be satisfied within the framework of the Rights Issue. Through the Over-allotment Issue, the Company can thus strengthen its shareholder base and raise additional capital in a fast and cost-effective manner. An Over-allotment Issue also enables the Company to strengthen its financial position and thereby extend its financial reach, which reduces refinancing risk and gives the Company increased operational flexibility to accelerate development programs and take advantage of strategic opportunities. Carrying out a separate issue at a later date would entail significant additional costs and time, which would not be in the interest of the Company or its shareholders. The Board of Directors further notes that, as a result of the External Subscription Undertakings, the Company has not had to procure any underwriting syndicate, which has reduced the Company's issue costs and means that the Company can utilize a larger part of the issue proceeds.

The terms of the subscription undertakings have been negotiated between the Company and the External Investors on market terms and taking into account the prevailing market conditions and the investor dialogues conducted prior to the issue. The Board of Directors' assessment is that the terms and conditions of the External Subscription Undertakings and the Over-allotment Issue reflect the actual investor interest shown for the Company in the investor dialogues that preceded the Rights Issue.

After an overall assessment and careful consideration, the Board of Directors is of the opinion that it is justified and in the interest of the Company and the shareholders to deviate from the main rule on the shareholders' preferential rights, and that the terms and conditions for a potential Over-allotment Issue, including the subscription price under this authorisation, are in line with market conditions.

Lock-up undertakings
Prior to the announcement of the Rights Issue, members of the Company's board of directors and shareholding members of the Company's management have entered into so-called lock-up undertakings which, with customary exceptions, mean, among other things, that they have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 90 days after the announcement of the outcome of the Rights Issue.

[1]The External Investors who have entered into subscription commitments without preferential rights are Hallberg Management AB, Buntel AB, Ronay Bademci, Gerhard Dal, R&A Partners AB, Gainbridge Capital Partners AB, Oscar Molse, Tuvedalen Limited and Klaus Bratlie, of which Ronay Bademci and Klaus Bratlie are existing shareholders.

Preliminary timetable for the Rights Issue

 
Change in share capital and number of shares and dilution
Through the Rights Issue, the number of shares in BrainCool may increase by a maximum of 84,463,730 shares, from 253,391,191 shares to 337,854,921 shares, and the share capital will increase by a maximum of SEK 3,800,867.936753, from SEK 11,402,603.855258 to SEK 15,203,471.792011.

Through the Over-allotment Issue, the number of shares in BrainCool may increase by a maximum of 66,000,000 shares, from 337,854,921 shares to 403,854,921 shares, and the share capital may increase by a maximum of SEK 2,970,000.067789, from SEK 15,203,471.792011 to SEK 18,173,471.859799.

In total, through the Rights Issue and the Over-allotment Issue, the number of shares in BrainCool may increase by a maximum of 150,463,730 shares, from 253,391,191 shares to 403,854,921 shares, and the share capital may increase by a maximum of SEK 6,770,868.004541, from SEK 11,402,603.855258 to SEK 18,173,471.859799.

For existing shareholders who do not participate in the Rights Issue, this means, in the event of full subscription in the Rights Issue and full exercise of the Over-allotment Issue, a dilution effect of approximately 37.3 per cent of the votes and capital in the Company.
 
Earlier publication of the interim report for the third quarter 2025
Due to the Rights Issue, the board of directors of BrainCool has decided to advance the publication of the third quarter report for 2025 to today, 24 October 2025. The previously communicated date for publication was 3 November 2025.

Advisors
Zonda Partners AB is acting as Sole Global Coordinator in connection with the Rights Issue. Advokatfirman Lindahl KB is acting as legal advisor to the Company and Aqurat is the issuing agent in connection with the Rights Issue.

Contact for further information
For more information, please contact
Jon Berg - CEO
+46 722 50 91 19

About BrainCool
BrainCool AB (publ) is one of the world's leading companies in the field of rapid precision cooling of patients to save lives and reduce sequelae in sudden cardiac arrest and stroke and to counteract chemotherapy-related side effects. Having successfully developed its first cooling system, the BrainCool™ System, and signed a distribution agreement with global medtech company ZOLL^(®),the company is now focusing on bringing another innovative product, the RhinoChill^®System, to market. The RhinoChill^®System has unique properties that make it possible to cool patients suffering from cardiac arrest even before they reach the hospital, while opening up opportunities to greatly improve treatment outcomes in the surgical removal of blood clots (thrombectomy) associated with stroke. The global market for medical cooling is already estimated at between SEK 8 and 12 billion.

The company's shares are listed on Nasdaq First North Growth Market in Stockholm.

BrainCool's Certified Adviser is Eminova Fondkommission AB, +46 (0)8-684 211 00, adviser@eminova.se, www.eminova.se.

 
IMPORTANT INFORMATION
The release, publication or distribution of this press release may, in certain jurisdictions, be subject to restrictions under law and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in BrainCool in any jurisdiction, neither from BrainCool nor from anyone else.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. An information document prepared in accordance with Article 1.4 (d) and Annex IX of the Prospectus Regulation, relating to the Rights Issue referred to in this press release will be prepared and published by the Company prior to the commencement of the subscription period in the Rights Issue.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for the purpose of describing the background to the Rights Issue only and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release. Zonda Partners is acting for BrainCool in connection with the Rights Issue and not on behalf of anyone else. Zonda Partners will not be responsible to anyone else for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or in relation to any other matter referred to herein.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U. S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Any action contrary to this instruction may constitute a violation of applicable securities laws.

In the United Kingdom, this document and any other materials in relation to the securities referred to herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth persons as referred to in Article 49(2)(a) to (d) of the Order (all such persons are collectively referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

Information under the Foreign Direct Investment Act
The Company considers that it is engaged in activities worthy of protection under the Swedish Foreign Direct Investment Review Act (2023:560) (the "FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the FDI Act and that the investment may be notifiable. If an investment is notifiable, it must be notified to the Swedish Inspectorate for Strategic Products (ISP) prior to its implementation. An investment may be notifiable if, after the investment is completed, the investor, any member of its ownership structure or any person on whose behalf the investor is acting, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total voting rights in the Company. Each shareholder should consult with independent legal counsel regarding the potential application of the FDI Act in relation to the Rights Issue to the individual shareholder.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
 
Information to distributors
For the purpose of complying with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II; and (c) national implementing measures (together, the "MiFID II Product Governance Requirements") and to discharge any non-contractual, contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, the Offer Shares have been subject to a product approval process, which has determined that such securities are: (i) suitable for a target market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may fall and investors may lose all or part of their investment; the Company's shares do not carry any guarantee of return or capital protection; and an investment in the Company's shares is suitable only for investors who do not require a guaranteed return or capital protection and who (acting alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from such an investment. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal or regulatory selling restrictions in connection with the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares of the Company.

Each distributor is responsible for carrying out its own Target Market Assessment in respect of the Company's shares and for determining appropriate distribution channels.