Brain+ A/S ("Brain+") announces that six of the company's largest shareholders, including seasoned life science investors, have so far committed to exercise warrants of series TO 2, corresponding to 28% of the total outstanding and DKK 1.6 million. In addition, CEO & co-founder Kim Baden-Kristensen, CFO and former board member Hanne Leth Hillman, as well as Chairman of the board Anders Härfstrand and board member Johan Luthman have doubled their previously announced commitment to DKK 0.4 million.

Six of the company's largest shareholders, which include seasoned life-science investors from both Denmark and Sweden, who participated in the unit rights issue in May 2023, have pledged to exercise a combined 8.3 million warrants of series TO 2 to subscribe for new shares in Brain+.

The combined continued commitment from these investors secures the company approximately DKK 1.6 million in gross proceeds, corresponding to 28% of the maximum. Several of the commitments come from investors, who have been shareholders in Brain+ since the company's initial public offering in October 2021. The rest comes from investors who have become shareholders over the past 12 months, including a significant contribution from John Haurum, a seasoned international Life Science entrepreneur and executive with international experience and several highly successful corporate ventures behind him.  

Furthermore, members of the board and management have today jointly undertaken, in addition to their previously announced commitment to exercise all their warrants of series TO 2 (see Company Announcement from 2 October 2023), to subscribe for an additional approximately 1.0 million shares in Brain in the form of guarantee commitments of DKK 0.2 million. The guarantee commitment will be activated if not all warrants are exercised in the ongoing TO 2 warrant exercise. Should the guarantee commitments be activated, the company will make a directed share issue to the parties who gave the guarantee commitments at a subscription price equal to the exercise price of the warrants.

Summary of commitments provided so far by shareholders and members of the company's board and management:

Name Position in Committed Guarantee Total
Brain+ exercise commitment committed
 (DKK) (DKK) amount (DKK)
John Haurum Private 572,120 572,120
investor
JEQ Capital AB Private 400,000 400,000
investor
CD Holding Private 300,000 300,000
ApS/Private investor
Members of Danish Private 333,075 333,075
family (anonymous) investors
Kim Baden CEO, Co-founder 12,000* 12,000*
-Kristensen
Anders Härfstrand Chairman of the 96,000* 96,000*
Board
Hanne Leth Hillman CFO 52,618* 52,618*
Johan Luthman Member of the 48,000* 48,000*
board
Kim, Anders, Hanne Members of 196,982 196,982
and Johan board and
management
Total (DKK) 1,813,813 196,982 2,010,795

*Communicated in a company announcement on 2 October 2023.

Complete terms and conditions for the warrants of series TO 2 can be found in the prospectus approved by the Danish Financial Supervisory Authority and published by the Company on 24 April 2023.

The approved prospectus as well as additional informative documents, including a Brain+ investor teaser and a FAQ summary related to the exercise of warrants of series TO 2, are available on the Company's webpage under Exercise of TO2 warrants - Brain+ Better brain better life (brain-plus.com) (https://www.brain-plus.com/exercise-of-to2-warrants/).  The prospectus is also available on the Danish Financial Supervisory Authority's website (https://oam.finanstilsynet.dk).

Summarized terms for the warrants of series TO2:

Exercise period: 2 - 16 October 2023
Exercise price: DKK 0.20
Last day of trading in 12 October 2023
warrants of series TO
2:
Issue volume: 28,542,348 warrants of series TO 2 which entitle to a
maximum subscription of 28.542,348 new shares in the
Company. If all warrants are exercised, Brain+ will
receive proceeds of approximately DKK 5.7 million
before issuing costs.
Dilution: Upon full exercise of warrants of series TO 2, the
number of shares of nominal value DKK 0.10 each will
increase by 28,542,348 from 44,262,866 shares to
72,805,214 shares, and the share capital will
increase by DKK 2,854,234.80 from DKK 4,426,286.60 to
DKK 7,280,521.40. If all warrants of series TO 2 are
exercised, the dilution of the number of shares and
votes in the Company amounts to approximately 39
percent.

Advisors
In connection with the unit rights issue including the issue and exercise of warrants of series TO 2, Sedermera Corporate Finance AB and Gemstone Capital A/S act as financial advisors to Brain+. Markets & Corporate Law Nordic AB act as legal advisor. Nordic Issuing AB is the issuing 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

Gemstone Capital A/S
Phone: +45 33 22 07 00

E-mail: sh@gemstonecapital.com

www.gemstonecapital.com 

For more information about Brain+, please contact:

Kim Baden-Kristensen, CEO
Phone: +45 31 39 33 17
E-mail: kim@brain-plus.com

www.brain-plus.com

Certified Adviser

Keswick Global AG

Phone: +43 1 740 408 045

E-mail: info@keswickglobal.com