Warrant terms
In October 2021 Brain+ issued units (each consisting of one share and one warrant) in connection with its listing on Nasdaq First North Growth Market, Denmark. The total number of warrants ("the Warrants", BRAINP TO, ISIN: DK0061670551) issued as part of this unit issue was 4,788,542.

• Exercise period: 17 October - 31 October 2022.
• Exercise price: One (1) Warrant gives the right to subscribe for one (1) new share at a price of DKK 1,638 per share of nom DKK 0.10.
• Number of outstanding shares (prior to the exercise of Warrants): 11.815.912.
• Issue volume: If all Warrants are exercised, the Company will receive approx. DKK 7,84 million before deduction of transaction-related costs.
• Ticker, ISIN: BRAINP TO, DK0061670551

• 17 October 2022: Exercise period begins.
• 27 October 2022: Last day of trading in Warrants on Nasdaq First North Growth Market.
• 31 October 2022: Exercise Period ends.
• 01 November 2022: Planned date for publication of the result of the Warrant exercise.
• 03 November 2022: Planned date for the settlement of temporary shares.
• 09 November 2022: Planned date for conversion of temporary shares into permanent shares.

Exercise right

Each Warrant provides the holder the option to subscribe for one (1) newly issued Brain+ A/S share (BRAINP, ISIN: DK0061670205) at the exercise price of DKK 1,638 per share, a 30% discount to the market price. The market price of DKK 2,34 per share, has been determined based on the 10-day volume weighted average price of Brain+ shares traded from October 3[rd] to October 14[th] 2022.

Exercise of Warrants

The Warrants are traded on Nasdaq First North Growth Market Denmark until 27[th] October 2022 and may be exercised during the exercise period from October 17[th] up until the 31[st] of October 2022. Thereafter the Warrants will expire and have no value. Any holder of Warrants should contact their account-holding bank/nominee with which the Warrants are registered early in the exercise period as individual financial intermediaries may set different time limits for the last day of exercise.

Proceeds and use of proceeds

Illustratively, if all Warrants are exercised at the exercise price of DKK 1,638 per share, Brain+ will receive approx. DKK 7,84 million before deduction of transaction-related costs.

The proceeds from the Warrant exercise will for Brain+ be used to fund - in whole or in part - the first product launch and initial commercialization of our first dementia treatment product, Cognitive Stimulation Therapy - Therapist Companion in the Danish and German markets, and continued advancement of the company's R&D and product development activities.

Shares and share capital
Upon full exercise of Warrants of series TO 1, the number of shares in Brain+ would increase by 4.788.542 shares, from 11.815.912 shares to 16.604.454 shares and the share capital correspondingly increase by DKK 478.854,20, from DKK 1.181.591,20 to DKK 1.660.445,40. Current shareholders in Brain+ who do not exercise warrants corresponding to their current holdings will be subjected to dilution. If the Warrants are fully exercised, Brain+ will increase the number of shares outstanding by 41%.

How to invest: Danish and Swedish investors

Warrants are held in either a custody account, in an investment savings account, or in capital insurance (trustee registered ownership). Exercise of a Warrant is made by subscription/payment to the respective bank of the Warrant holders warrant depository, through a bank or custodian's designated system.

For more information and further instructions on how to exercise Warrants, Warrant holders are encouraged to contact their depository bank well in advance of the last day of the exercise period. Note that the individual depository bank may require subscription commitment from the holder to exercise these Warrants well in advance of the end of the exercise period. Binding subscription orders can only be given by the Warrant holder to the depository bank where the Warrants are held in custody. Warrant holders should consult with the depository bank about their procedure and deadline to accept exercise instructions. This deadline might precede the market deadline on October 31st 2022.

Upon subscription to new shares and payment of the exercise price per share, warrant exercising investors will receive interim shares (IA/midlertidlig aktie). These temporary shares will be converted into ordinary shares a few days after the subscription period has ended on the 31st of October 2022. The first day of trading of the new shares on Nasdaq First North Growth Market, Denmark is expected to be on the 10th of November 2022.

Last day of trading

The last day of trading in the Warrants will be the 27th of October 2022. The last day of exercise is the 31st of October 2022. Any Warrants not sold or exercised before these respective dates will expire worthless.

Information related to Brain+

Information containing a summary of the terms and conditions for the Warrants, along with information pertaining to risk factors, and the detailed terms for the Warrants are available at https://www.brain-plus.com/exercise-of-warrants/.

Investors are encouraged to review Brain+'s company announcements since the publication of the company description. In addition to the proceeds received from the exercise of Warrants, Brain+ expects additional external funding will be needed during 2023.

Advisors and issuing agent
Gemstone Capital is Brain+'s financial advisor in connection with the Warrant exercise. Jyske Bank is the issuing agent.

For further information about the exercise of Warrants, please contact your bank.

For any questions regarding the warrants of TO1, please contact:
Gemstone Capital
Phone: +45 27 85 54 44
E-mail: kl@gemstonecapital.com
www.gemstonecapital.com

Contact Information

CEO, Kim Baden-Kristensen + 45 31393317, E-mail: kim@brain-plus.com,Brain+ A/S, Købmagergade 53, 3.

Certified Advisor: Keswick Global AG, + 43 1 740 408045 , E-mail: info@keswickglobal.com (%20info@keswickglobal.com)