The Directed issue of new shares

The board of directors of Audientes has resolved a capital increase in cash by a directed issue to thirteen independent investors without pre-emptive rights for the existing shareholders of Audientes.

The reason to pursue a directed issue at this point is to secure additional working capital in a cost effective and expedient manner that complement the cash proceeds from the earlier rights issue in Q2-2024, which was less than desired, and carrying out a further rights issue at this point is not considered feasible.  

Through the directed issue, the investors will subscribe for a capital increase in Audientes of approx. DKK 1.28 million. This forms part of the Company's new capitalization plan as detailed in the following.

The subscription price amounts to DKK 0.014 per share. The subscription price has been determined based on the Volume-Weighted Average Price (known as VWAP) method according to Spotlight Stock Market's official price for Audientes' shares during the 10 preceding trading days to October 23, 2024, which is DKK 0.016, to which a discount of 11 percent has been applied to derive a market price for this type of investment in consideration of the current market conditions.

The issue proceeds from the directed issue are aimed at operational expenditures associated with the market entry in Japan and China as well as expanding the existing activities in Europe and India. Related activities incl. product maintenance, customer support and some new product development is also in scope.

Increase of the share capital by conversion of debt

In addition, the Board of Directors of Audientes has resolved a capital increase by conversion of debt. Several of the company's trade creditors will also convert debt of total, approx. DKK 0.42 million to shares at the same terms as the directed issue detailed above.

The conversion of debt agreed with trade creditors of the Company is aimed at strengthening the balance sheet and advancing its operational progress, thus serving the same purpose as the cash capital increase.

Summary of increase in share capital and dilution effect

Through the increase of the share capital by the directed issue and conversion of debt respectively, the number of shares and votes in Audientes increases by 121,638,386 to 322,031,063 and Audientes' share capital increases by DKK 1,216,383.86 to DKK 3,220,310.62. The directed issue entails a dilution effect of approx. 37.77 percent in relation to the number of shares in Audientes. The dilution effect is calculated by dividing the number of new shares by the total number of shares in Audientes after registration of the new shares.

As part of the capital increase involving a directed issue and conversion of debt, Audientes will incur costs of approx. DKK 130,000.

Next steps in Audientes capitalization process

The Company is confident that the liquidity secured from this issue of new shares coupled with the improvements to the balance sheet obtained through debt conversion will enable us to deliver on the opportunities we are experiencing right now in our new and existing markets, notably including the market entry in Japan and China in 2024, and further development of the markets in India and Europe.

Audientes intent to redeem its current convertible loans, and to support this aim, the lenders of the existing remaining convertible loans of approx. DKK 2.3 million have agreed to not convert further debt to shares until after January 2025.

The Company is now looking at further substantial financing that benefits our owners in the best possible way. Specifically, the Company intends to pursue non-diluting finance options as the next steps in its financing plan, and further conversion of trade creditors debt to equity.

The Company will pursue a longer-term bond of up to EUR 1 million expectedly, which will provide the working capital for Audientes to meet its break-even goals in 2025.

Audientes CEO, Steen Thygesen, has also agreed to provide a loan to the Company of DKK 200,000 with an interest of 2% per month, with an option to convert to equity at a later stage.

For further information, please contact:

Steen Thygesen,CEO, Audientes A/S

Phone: ‭+45 77 34 16 80‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

Email:st@audientes.com

Bjørn Wennerlund, Villand Capital

Phone: +45 60 13 77 86

Email: info@villandcapital.com

About Audientes A/S

Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes' unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian and Nepalese markets and will be introduced in other markets in the coming years such as China. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and Japan, and later in 2024 in China.

Audientes' mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with subsidiaries in Hyderabad, India and in Tokyo, Japan.

For additional information please refer to the company's websites, www.audientes.com, www.audientes.eu or www.audientes.in.

This disclosure contains information that Audientes is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 23-10-2024 12:10 CET.