The Rights Issue

The Rights Issue is an offer to existing Brain+ shareholders as well as to new investors to the Company, to subscribe for units in Brain+. The offer is preferential for existing shareholders, meaning it is extended to new investors only to the extent that existing shareholders do not subscribe to the unit rights they will be allocated. A unit is a bundle of shares and warrants. The offer consists of 14,169,365 units, each of which comprises fifty-three (53) new shares in Brain+ and fifty-three (53) warrants of series TO 5. The subscription price is DKK 1.1289 per unit which corresponds to a subscription price per new share of DKK 0.0213. The warrants of series TO 5 are issued free of charge.

Upon full subscription, the Rights Issue will provide Brain+ with approximately DKK 16.0 million in gross proceeds and approximately DKK 13.8 million net of costs directly related to the Rights Issue of approximately DKK 2.2 million. Brain+ has obtained subscription commitments from new and existing shareholders, including board and management of approximately DKK 4.2 million and guarantee commitments of a total of approximately DKK 3.8 million, which ensures a minimum subscription of 50% in the Rights Issue, and guaranteed gross proceeds of DKK 8.0 million to the Company.

The purpose of the Rights Issue, including the earlier announced and associated bridge loan received in January 2025, is to provide Brain+' with working capital from the beginning of 2025 to execute its UK focused commercialization plan for Ayla - your CST Assistant as a novel offering for better dementia care, establish customer validation and meet the Company's revenue target of €1 million in Annual Recurring Revenue (ARR) by end 2025.

Summary of the Rights Issue

• All existing shareholders in Brain+ will receive one (1) unit subscription right ("Unit Right") for each existing Brain+ share held in deposit on the record date, set to the 14 March 2025. For fifteen (15) Unit Rights the holder will be entitled to subscribe for one (1) Unit with pre-emptive right.
• One (1) unit consists of fifty-three (53) new shares in Brain+ and fifty-three (53) warrants of series TO 5. So, subscription for one unit means subscription for fifty-three (53) new Brain+ shares and fifty-three (53) warrants of series TO 5.
• The subscription price is DKK 1.1289 per unit, corresponding to a subscription price of DKK 0.0213 per share. Warrants of series TO 5 are issued free of charge.
• The subscription period is scheduled to commence on Monday 17 March 2025 at 09:00 CET (Central European Time = local Danish time) and to close on Friday 28 March 2025 at 17:00 CET (the "Subscription Period").
• The Rights Issue comprises of a maximum of 14,169,365 units, corresponding to a maximum of 750,976,345 new shares and 750,976,345 warrants of series TO 5. If fully subscribed, Brain+ will receive approximately DKK 16 million in gross proceeds, corresponding to approximately DKK 13.8 million net of costs directly related to the Rights Issue of approximately DKK 2.2 million. After adjusting for DKK 3.3 million in non-cash subscription by conversion of debt and DKK 1.7 million in repayment of the loan amount and interest of the non-convertible part of the bridge loan announced on 22 January 2025 (Brain+ Company Announcement - No. 2025-01) the maximum net new proceeds to Brain+ from the Rights Issue amounts to DKK 8.8 million.
• One (1) warrant of series TO 5 will entitle the holder to subscribe for one (1) new Brain+ share during the warrant exercise period that is scheduled for 3 - 17 June 2025. The exercise price of the TO 5 warrants will be determined to 70 % of the volume-weighted average price ("VWAP") of Brain+' existing shares on Nasdaq First North Growth Market Denmark during ten (10) consecutive trading days ending on 30 May 2025. The exercise price cannot be lower than the nominal value of DKK 0.01 per share and not higher than DKK 0.03195 per share. Brain+ will inform the market of the final exercise price in a company announcement on 2 June 2025. Warrants of series TO 5 are to be admitted to trading on Nasdaq First North Growth Market Denmark following completion of the Rights Issue, and the first day of trading is expected to be 11 April 2025. The last day of trading of warrants of series TO 5 will be 13 June 2025.
• If the Rights Issue is fully subscribed and if subsequently, all issued warrants of series TO 5 are exercised for subscription at the highest exercise price of DKK 0.03195, Brain+ can be provided with up to approximately DKK 24.0 million in additional gross proceeds. This will correspond to approximately DKK 22.5 million in net proceeds after deduction of warrant exercise related costs of a maximum of approximately DKK 1.5 million (if warrants of series TO 5 are fully exercised at highest exercise price).
• Total maximum gross proceeds to Brain+ from the Rights Issue and the TO 5 warrant exercise combined amount to approximately DKK 40.0 million (if both the Rights Issue is fully subscribed and the TO 5 warrants are fully exercised to the highest possible price), which will provide Brain+ with DKK 36.3 million in proceeds net of transaction related costs (excluding non-cash subscriptions by conversion of debt and loan associated costs totaling DKK 5.0 million). Maximum net proceeds can secure funding for Brain+ current commercialization plan until the company is expected to become cash flow positive in 2026, and in addition enable accelerated commercial scaling and revenue growth in the UK as well as a reactivation of the product pipeline, which was put on hold in January 2025 to reduce operation expenses (OPEX) and extend the Company's financial runway.

• Brain+ has received pre-subscription commitments from existing shareholders and new investors of approximately DKK 4.2 million, including approximately DKK 1.0 million from the Board of Directors and Management, and guarantee commitments of approximately DKK 3.8 million. Hence, the Rights Issue is secured to approximately DKK 8.0 million, corresponding to approximately 50% of the Rights Issue. If the Rights Issue is only subscribed to the secured amount, hence providing Brain+ with approximately DKK 4.6 million net after repayment of bridge loan, the Company will have sufficient funding to and including the month of June when the TO 5 exercise takes place. 

Informational folder
Before the subscription period in the Rights Issue commences, Brain+ will publish an informational folder containing summarizing key details about the Company, its business activities and outlook as well as relevant information about the Rights Issue as disclosed in this company announcement.

Questions related to the Rights Issue
In case of any question about Brain+, the Rights Issue or the financial instruments, please reach out to either Brain+ CEO, Kim Baden-Kristensen (email: kim@brain-plus.com, mobile: +45 31 39 33 17) or Brain+ CFO, Hanne Vissing Leth (email: hanne@brain-plus.com, mobile: +45 53 88 99 02).

Questions can also be addressed to Brain+' financial advisor, Sedermera Corporate Finance using the contact details at the bottom of this company announcement.

TABLE OF CONTENTS OF THIS ANNOUNCEMENT

1.           Certain definitions related to the rights issue

2.           Background and purpose

3.           Risk factors

4.           Timeline

5.           Detailed terms and conditions

6.           Subscription and guarantee commitments

7.           Share capital

8.           Terms and conditions of the securities

9.           Legal rights and obligations

1.   CERTAIN DEFINITIONS RELATED TO THE RIGHTS ISSUE

2.  BACKGROUND AND PURPOSE

Background

Brain+ is a Danish life-science company at the forefront of developing digital solutions for better dementia care and with a vision to help people affected by dementia live better lives. The Company is building Ayla, the world's first scalable digital dementia care platform, which is poised to revolutionize the way Cognitive Stimulation Therapy (CST) is delivered. CST is a globally recognized, highly cost-effective non-drug dementia therapy, endorsed by the World Alzheimer's Association, and experiencing increasing adoption worldwide.

In 2024, Brain+ reached a major milestone by finalizing the development of its first Ayla product, Ayla - your CST Assistant, which has been launched in Danish and English versions to enable scalable and high-quality group based CST delivery. Launch of the English version was associated with a key breakthrough in the form of medical device software certification of the product in the United Kingdom (UK), making it the first CST-based medical device in the country to be backed by clinical benefit claims. This achievement is pivotal, as it has unlocked access for Brain+ to the highly attractive UK dementia care market, where CST is widely recognized and recommended by the UK National Institute for Health and Care Excellence (NICE).

Since UK launch of Ayla - your CST Assistant in October 2024, Brain+ has made strong progress in establishing its footprint on the market for dementia care, focusing on two key sectors: Private Care Homes and NHS Memory Services Clinics. Interest from both segments has been strong, and in just 4-5 months Brain+ has built a robust sales pipeline with multiple high-potential customer leads. Encouraging feedback from discussions reaffirms the value of Ayla, positioning Brain+ for its first UK sales in Q1 2025 and reaching its target of €1 million in Annual Recurring Revenue (ARR) by year-end with even greater growth projected for 2026.

Momentum is also building In Denmark, despite the market for CST being much smaller than in the UK, and Brain+ has secured several contracts with municipal care institutions, including its first multi-year extension, further validating the commercial strength and clinical impact of Ayla.

Purpose of the Rights Issue

Brain+ needs additional funding to fully execute its commercialization plan for Ayla - your CST Assistant in the UK, establish commercial validation of its offerings and meet its revenue target of €1 million in ARR in 2025.

To address this funding need, Brain+ is now raising new capital through its announced 50% secured Rights Issue, which is intended to provide the Company with sufficient financing to build a solid revenue stream from licenses and sales of Ayla - your CST Assistant in the UK, get commercial validation and set the foundation for future growth.

While Brain+' strategic objectives remain unchanged, the decision to raise new capital is as announced on 22 January 2025 (Brain+ Company Announcement - No. 2025-01), also aligned with a comprehensive restructuring initiative to implement a leaner and totally commercially focused organization, significantly reduce costs and extend the company's financial runway. This implies setting new product development on hold and shifting all remaining resources to fully support ongoing UK sales and customer-focused activities to reach operational break-even faster.

All actions taken by the Company support its vision of building the world's first scalable dementia care platform to help people affected by dementia live better lives. By focusing first on sales and commercial validation of Ayla - your CST Assistant in the UK, while cutting funding needs for other activities, Brain+ can maintain it commercial trajectory and faster establish a position of financial sustainability from where to extend its operation and develop additional innovative solutions to transform dementia care on a broader scale.

Use of the proceeds

Based on the revenue projections for Ayla - your CST Assistant in 2025 and 2026 combined with the cost reduction initiatives, Brain+ expects to attain operative cash-flow break-even by mid-2026. As a result, the total capital needs of the Company to reach financial sustainability is forecasted to amount to approximately DKK 10 million.

Thus, if the combined proceeds from subscriptions in the Rights Issue and subsequent exercise of the TO 5 warrants can provide Brain+ with DKK 10 million net of costs, the Company is expected to be fully funded to meet its UK commercial milestones and revenue targets as the basis for reaching operational cash-flow break-even.

The 50% secured net proceeds of approximately DKK 6.3 million from the Rights Issue will fund Brain+ to July 2025. From July 2025, when the +35% OPEX reduction will be fully implemented, further funding will be secured from the exercise of the TO 5 warrants. Up until the TO 5 warrant exercise, the Company expects to close several commercially validating sales contracts for Ayla - your CST Assistant, primarily in the UK to support the level of warrant exercise and the exercise price. At a 50% exercise of the TO 5 warrants at the lowest exercise price, the Company will receive sufficient additional proceeds to ensure its financial runway into 2026 and to execute on its €1 million ARR target for end 2025.

The combined net proceeds from the Rights Issue and from a 50% warrant exercise will be used as follows:

• Upscaled UK sales and marketing activities for Ayla - your CST Assistant - 33%
• Ayla - your CST Assistant customer support and product maintenance - 22%
• Other operating expenses, including public company costs - 11%
• Repay previously announced bridge loan - 34% (Proceeds from the bridge loan are used by Brain+ in line with the three first bullets)

If Brain+ succeeds in raising DKK 10 million in proceeds net of costs from the Rights Issue and the TO 5 warrant exercise combined, the Company will be funded until expected operational break-even by mid-2026.  If more than DKK 10 million is raised in net proceeds, the extra capital will be spent first on further commercial scaling in the UK to support accelerated market penetration and revenue growth in 2026 and secondly on reactivating the product pipeline towards helping more people affected by dementia live better lives.  

Should the Rights Issue not be subscribed to more than the 50% guaranteed amount and the following exercise of TO 5 warrants be less than 50% of the issue, Brain+ will not have sufficient funding for the remainder of the year under its current operational model. In such case, the Company will then actively pursue additional financing solutions for at least the remaining amount up to DKK 10 million to reach break-even. Such financing solutions can include, directed share issues, debt financing and grant funding or a combination thereof. Under this scenario, the Company will also look to further reduce its cost base.

3. RISK FACTORS

The management team is responsible for risk management, including mapping, propability assessment, potential impacts as well as mitigating measures. The management team reports and discusses with the Board of Directors all important matters including risk management. Although no guarantees can be given that other risks will not emerge and have a negative adverse effect on the business, the management believes that the key risks can be summarized as follows:

Commercialization

An early version of Ayla - your CST assistant was first launched in Denmark in 2022 and later a significantly upgraded and more advanced version was launched in both Denmark in July 2024 and in the UK in October 2024 as a certified medical device. The UK is deemed the currently most important market for Brain+' dementia offerings, and where the Company is currently engaging both private care homes and the NHS towards closing sales contracts and achieving recurring revenue. There is a risk that market penetration for Ayla - your CST Assistant will be slower than expected or that the longer-term demand for Brain+' dementia care platform, is lower than anticipated, and that scaling subsequently takes longer or do not materialize.

Financing

Since its IPO, Brain+ has achieved limited revenue and although the Company since October 2024 has begun to commercialize its first product, it remains in a phase where revenues currently do not exceed costs. There is a risk that Brain+ will not generate sufficient revenue or cash flow to sustain its operations and investments in the future. Inadequate financing could compromise the Company's competitiveness and financial health, and the current liquidity position poses an operational risk if further funding is not obtained. Marketing and sales performance, market acceptance, securing grants, and potential partnerships will affect the Company's future capital needs.

Market adoption

The acceptance and utilization of health tech dementia solutions depend on several factors, including the healthcare system, prescribers, private care homes and patients' readiness or reluctance to adopt health tech solutions. Brain+ operates in areas predominantly involving public and private caregivers and elderly patients who may lack technological proficiency and experience with software-based solutions, which could create difficulties in reaching a fast and extended market adoption. These challenges can result in slower-than-anticipated closing of sales contracts and deferred achievement of sales targets. 

Medical device regulation

Large-scale commercialization and reimbursement depend on obtaining regulatory approval and public certifications. Regulatory authorities are focused on digital health care products that seek to create medical benefits for patients and users, which is reflected in the new European MDR, which governs the CE Mark process, local Software-as-a-Medical-Device (SaMD) guidelines, and the US FDA regulatory guidelines and processes. The primary risk related to SaMD and MDR is the risk of the clinical evaluation report not being accepted by an external reviewer. The initial medical claims of the CST-Assistant lean on the strong scientific evidence base for CST, which mitigates this risk.

Dependency on key staff

Brain+ is dependent on skilled and experienced persons to sell into the healthcare markets, provide product and customer support and operate its business and maintain regulatory compliance. The management and the entire organization consist of a highly experienced and skilled team with each member independently being very important for the continued development and growth of the Company. It is only the contract with the CEO that contains a non-compete clause. There is a risk that loss of one or more key members of staff would have adverse short-term consequences for the Company's business operation and its financial results. There is a risk that Brain+ needs to recruit staff to replace key personnel, which can be a costly process, in terms of time and money.

4.  TIMELINE

Timeline for the Rights Issue

Admission to trading

The first day of trading in Unit Rights is on 13 March 2025 at 09:00 am CET and the last day of trading in Unit Rights is 26 March 2025 at 17:00 CET. Temporary Units obtained when subscribing for units in the Rights Issue, will not be admitted to trading on Nasdaq First North Growth Market Denmark. Temporary Units will have the ISIN code DK0063744412 and only be registered in Euronext Securities Copenhagen as an interim instrument during the lead time from subscription until registration of the capital increase in the Danish Business Authority. When the Rights Issue is registered with the Danish Business Authority, expectedly on 9 April 2025, the Temporary Units will be merged with existing Brain+ shares with ISIN DK0061670205 in Euronext Securities Copenhagen. The first day of trading of the new shares and warrants of series TO 5 issued in the Rights Issue on Nasdaq First North Growth Market Denmark is expected to be 11 April 2025. The last day of trading of the warrants of series TO 5 will be 13 June 2025.

5. DETAILED TERMS AND CONDITIONS

The Rights Issue

Existing shareholders and the public are hereby invited to subscribe for shares in Brain+ in accordance with the terms in this Company Announcement. Brain+ is offering a total of 14,169,365 Units at the subscription price of DKK 1.1289 per Unit. Each Unit comprises of fifty-three (53) new shares in the Company at the subscription price of DKK 0.0213 per share with a nominal value of 0.01 DKK each, and fifty-three (53) warrants of series TO 5. Hence a total of maximum 750,976,345 new shares and 750,976,345 warrants of TO 5 can be issued in the Rights Issue.

Minimum proceeds from the Rights Issue

In the case of subscription where only pre-subscribers and guarantors take part in the Rights Issue, gross proceeds will amount to approximately DKK 8.0 million (50%) and net proceeds to Brain+ after costs directly related to the Rights Issue and repayment of the non-convertible part of the loan amounts to approximately DKK 4.6 million. The net proceeds from the Rights Issue in case of only subscribed and guaranteed amounts are sufficient for the Company to carry out its planned activities until end of June when the Company expects to have received the proceeds from the exercise of the TO 5 warrant.

Record date and unit structure

Each shareholder as per the record date on 14 March 2025, will for each one (1) Brain+ share held in deposit automatically receive one (1) Unit Right. Fifteen (15) Unit Rights grant the holder the right to subscribe for one (1) Unit. Each Unit consists of fifty-three (53) new shares and fifty-three (53) warrant of series TO 5. The issue ratio between old and new shares will thus be fifty-three new shares per fifteen existing shares (53:15).

Subscription/exercise period

The subscription period for Units in the Rights Issue will commence on 17 March 2025 at 09:00 CET and will close on 28 March 2025 at 17:00. CET. The exercise period for warrants of series TO 5 is from 3 June 2025 at 9.00 CET to 17 June 2025 at 17:00 CET.

Announcement of exercise price of TO 5 warrants

The Company will inform the market of the exercise price of the TO 5 warrants in a company announcement on 2 June 2025, one business day before the start of the exercise period for the warrants.

Trading and procedure for exercising Unit Rights

The Company has submitted an application to Nasdaq to have the Unit Rights, the new shares and the TO 5 warrants approved for admission to trading on Nasdaq First North Growth Market Denmark. The Unit rights will have ISIN DK0063744339 and will be traded in the ISIN code under the symbol "Brain+ UR" from 13 March 2025 at 9:00 CET to 26 March 2025 at 17:00 CET. Holders of Unit Rights wishing to subscribe for Units must do so through their own respective custodian banks or financial intermediary, in accordance with the rules and instructions of such organization. Note that custodian banks and financial intermediaries might have different deadlines for subscribing for Units in the Rights Issue which can be earlier than the last day of the actual subscription period. Once a holder has exercised its Unit Rights, the exercise cannot be revoked or modified.

Holders of Unit rights who do not wish to exercise their pre-emptive right to subscribe for Units in the Rights Issue may sell their Unit Rights on Nasdaq First North Growth Market Denmark during the Unit Right trading period. Acquirers can then utilize such Unit Rights to pre-emptively subscribe for new units in the Rights Issue with guaranteed allocation of Units even if not being existing Brain+ shareholder. Trading with Unit Rights shall take place via investors' custodian bank or other financial instructions. Any Unit Rights not exercised or sold during the Subscription Period will lapse without value, and the holders of such Unit Rights will not be entitled to any compensation.

Temporary Units

Upon subscription via exercise of Unit Rights and payment of the Subscription Price, Temporary Units will be delivered through Euronext Securities and be recorded on subscribers' deposit accounts with Euronext Securities. The Temporary Units will not be admitted to trading. The Temporary Unit will be issued under the ISIN code DK0063744412 and be registered in Euronext Securities solely for illustrating the holders' subscriptions of Units in the Rights Issue up and until new Brain+ shares and warrants of series TO 5 can be delivered to the subscriber after the Rights Issue is registered with the Danish Business Authority. Upon registration, the new shares and warrants will be delivered to subscribers in the Rights Issue of Units to replace the Temporary Units and be admitted for trading on Nasdaq First Copenhagen on or around 11 April 2025. The TO 5 warrants will be issued under the ISIN DK0063744685.

Every investor subscribing in the Rights Issue should be aware that their respective bank/financial institute may classify subscription of units as a complex product and that it may therefore request information from the investor before subscription can be carried out.

Subscription for remaining units

The general public and existing shareholders can subscribe for any remaining units not subscribed for with support from Unit Rights. Such remaining units will be subscribed for on the same terms and, dates, as subscription with support from Unit Rights. Subscription without support from Unit Rights shall be made on the basis a subscription form, which is available for download from Brain+' website (www.brain-plus.com). The subscription form shall be filled out and submitted to the account holders own bank according to their respective instructions. It is also possible to subscribe for shares digitally through custodian banks' (like Nordnet's) and financial intermediaries' respective trading platforms. In case of oversubscription of remaining units in connection with the Rights Issue, the allocation of such remaining units will be determined according to allocation principles made by the Board of Directors after the public subscription period has ended.

Upon subscription of the remaining units, the holder must pay an amount equal to the subscription price multiplied by the number of units allocated. Payment for remaining units will be made via a delivery versus payment transfer through the subscribers' custodian bank or financial intermediary and will be withdrawn from the account by the subscribers own custodian bank or financial intermediary.

Allocation principles

Allocation of units will be decided by Brain+' Board of Directors, based on the following priorities:

1. Subscription with support of pre-emptive Unit Rights.
2. Subscription without support of pre-emptive Unit Rights.
3. Guarantors of the bottom-up guarantee.

Investors' right to withdraw applications of subscription

Subscription with support of Unit Rights and submission of forms for subscription of Units without support from Unit Rights are irrevocable. In the event that a Market Abuse Regulation (MAR) - announcement is published by Brain+ during the Subscription Period, investors will however have the right to withdraw their subscriptions for units within two (2) business days from publication of the announcement.

Completion of the Rights Issue

The Rights Issue will only be completed if and when the new shares from the Rights Issue are registered with the Danish Business Authority and the new shares and warrants are delivered to subscribers' accounts. Registration of the Rights Issue is expected to take place on or around the 9 April 2025 and delivery of shares and warrants are expected to take place on or around 15 April 2025. A Brain+ company announcement concerning the results of the Rights Issue is expected to be published around 2 April 2025.

Dilution

As at the date of this company announcement, the registered share capital in Brain+ has a nominal value of DKK 2,125,404.85 divided into 212,540,485 existing shares with a nominal value of DKK 0.01 each. All existing shares are issued and fully paid up, and each existing share represents 1 vote.

Through the Rights Issue, the Company's share capital can increase with a maximum of DKK 7,509,763.45 through the issuing of a maximum of 750,976,345 new shares with a nominal value of DKK 0.01 each. This would imply a dilution of approximately 77.94 % to existing shareholders who do not exercise their allocated Unit Rights to subscribe for Units. Shareholders who exercise their Unit Rights in full will not be diluted. The dilution is based on the total amount of shares issued provided that the Rights Issue will be fully subscribed.

If the Rights Issue is subscribed in full and the subsequent exercise of warrants of series TO 5 is exercised in full, the Company's share capital can after the warrant exercise increase with a maximum of DKK 7,509,763.45 through the issue of a maximum of 750,976,345 new shares with a nominal value of DKK 0.01 each. Shareholders who do not participate in the Rights Issue nor in exercise of the TO 5 warrant can experience a dilution of up to 87.6 percent if both steps in the Rights Issue are subscribed and exercised at maximum.

6.  SUBSCRIPTION AND GUARANTEE COMMITMENTS

The Rights Issue is secured to approximately 50 % through a combination of written subscription commitments and guarantee commitments according to the below:

Subscription commitments

Brain+ has received legally binding written subscription commitments from members of the board and management team and other external investors who are both existing and new shareholders in the Company. The subscription commitments amount to approximately DKK 4.2 million in total, which corresponds to approximately 26.4% of the Rights Issue. Only the convertible part of the bridge loan, amounting to DKK 3.125 million, has been secured via advance transactions. The other commitments have not been secured through advance transaction, bank guarantee or similar hence there is a risk that commitments will not be fulfilled. The full list of pre-subscribers and their subscription amounts are set out in the table following this section. All pre-subscribers except for Impala Nordic are existing Brain+ shareholders.

Combined commitments of DKK 3.125 million from John Haurum, Leif Tomasson, CD Holding, Luigi Isoletti and Impala Nordic have been prepaid to Brain+ as part of the convertible bridge loan provided to the Company as announced on 22 January 2025 (Brain+ Company Announcement - No. 2025-01). Additionally, subscription of DKK 0.15 million from the board member Johan Luthman will be paid by offset of debt claims on the Company and will thus not provide the company with new cash.

¹ Member of the board of directors, ²CEO in Brain+, ³CFO in Brain+, ⁴Chairman of the board, ⁵Member of the board of directors

Guarantee commitments

The Company has received legally binding guarantee commitments from external professional investors for a total of approximately DKK 3.78 million, which corresponds to approximately 23.6% of the Rights Issue. Guarantee commitments are exchanged for binding subscriptions of Units to the extent the Rights Issue is not subscribed for by the market. The guarantee commitments do not include any commitments toward subsequent exercise of the TO 5 warrants, nor are any of the new shares or warrants subscribed for by guarantors covered by so-called lockup undertakings.

The guarantee commitments are so called "bottom-up" guarantee commitments in which the guarantors commit to subscribe for any remaining Units up to a level of subscription in the Rights Issue of approximately DKK 8.0 million (50%). If the Rights Issue is subscribed to less than DKK 8.0 million through subscription commitments and public subscription, the activated guarantee subscription will be calculated as the approximately DKK 8.0 million less the total amount subscribed for by current shareholders and other investors with and without support of Unit Rights. If the Rights Issue is subscribed for more than the approximately DKK 8.0 million, no bottom-up guarantee commitments will be activated for subscription.

Activated guarantee subscription will be shared amongst all guarantors in relation to the size of their respective commitments ("pro-rata"). No guarantee commitment has been secured through advance transactions, bank guarantees or similar hence there is a risk that guarantee commitments although activated, will not be fulfilled. The bottom-up guarantee commitments carry an underwriter's compensation of either 15% of the guaranteed amount in cash, or 25% of the guaranteed amount if paid in form of Units which are to be issued to the same terms as the Units in the Rights Issue. None of the guarantors owns shares in Brain+ prior to the Rights Issue.

7.  SHARE CAPITAL

Share capital, number of shares and dilution
Through the Rights Issue, the number of shares in Brain+ will increase by a maximum of 750,976,345 shares, from 212,540,485 shares to 963,516,830, shares of nominal value DKK 0.01 each, and the share capital will increase by a maximum of DKK 7,509,763.45, from DKK 2,125,404.85 to DKK 9,635,168.30. For existing shareholders who do not participate in the Rights Issue this means, upon full subscription, a dilution effect of approximately 77.94% of the votes and the share capital held in the Company.

If the Rights Issue is only subscribed to the 50 % secured amount, the number of shares in Brain+ will instead increase by 460,213,650 shares, from 212,540,485 shares to 672,754,135, shares of nominal value DKK 0.01 each, and the share capital will increase by of DKK 4,602,136.50, from DKK 2,125,404.85 to DKK 6,727,541.35. For existing shareholders who do not participate in the Rights Issue given this scenario, the experienced dilution effect would be approximately 68.41% of the votes and capital held in the Company.

In the event that the Rights Issue is fully subscribed and subsequently that the maximum issued number of warrants of series TO 5 are fully exercised for subscription of new shares, the number of shares in Brain+ will increase by additionally 750,976,345 shares to a total of 1,714,493,175 shares of nominal value DKK 0.01 each, and the share capital will increase by additionally DKK 7,509,763.45 to DKK 17,144,931.75. This corresponds to a total dilution effect for investors not participating in the Rights Issue nor in the warrant exercise of approximately 87.6%.

8.  TERMS AND CONDITIONS OF THE SECURITIES

General rights attached to the new shares

The shares issued in the Rights Issue will have rights identical to the existing shares. These include voting rights, rights to receive dividend, the right to participate in the proceeds in case of a dissolution or liquidation of the Company. The warrants of series TO 5 do not give the holder such rights before being exercised and the resulting shares are issued. Further, all shares have equal rights in the event of insolvency, liquidation or winding up. The rights of the shareholders can only be changed in accordance with the procedures specified in the Articles of Association and the Danish Companies Act (no. 1451 of 09/11 2022). The new shares which are to be issued in connection with the Issue are ordinary shares and all shares in the Company carry identical rights. At general meetings, each share has one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder on the record date. The record date is one week before the general meeting is held. The warrants do not give any voting rights. The new shares subscribed for using the warrants will carry voting rights starting from the day of registration of the new shares with the Danish Business Authority.

The shares' transferability and lock-up

As of the date of this announcement, there are no lock-up undertaking or other restrictions in the transferability of existing nor new shares or warrants.

Rights to dividend

The new shares will, when fully paid up and registered with the Danish Business Authority, have the same rights as the existing shares, including with respect to eligibility for any dividends paid to holders of shares. Brain+ is a growth company and has not since its formation paid dividends to the shareholders, the Company has no dividend policy per the date of this announcement and there are currently no plans of adopting such policy. The Board of Directors intends to finance development, operations, and growth with a combination of the possible profit and if needed future equity issues. In the event of a dividend, all shares in the Company carry equal right to dividends. Consequently, the new shares from the Rights Issue are eligible for dividends as of the date of registration with the Danish Business Authority. The registration is expected to take place on or around 9 April 2025. Further, the right to dividends applies to investors who are registered as shareholders in Brain+ on the record day applicable for the distribution of dividend. Any dividends will be paid in DKK to the shareholder's account with Euronext Securities. No restrictions on dividends or special procedures apply to holders of shares who are not residing in Denmark. Dividend withholding tax may be withheld by the Company in accordance with applicable Danish law. The warrants give the holder no right to dividend until the warrant has been exercised into an ordinary share. Dividends which have not been claimed by shareholders within three (3) years from the time they are payable will in accordance with applicable Danish law be forfeited and will accrue to the Company.

Change of terms

The Company may - if it is deemed that it will benefit current shareholders, warrant holders and the Company - at the time of the exercise period for the TO 5 warrants, resolve to amend the terms of exercise of those warrants including, but not limited to, the minimum exercise price.

If the Company decides to amend the terms of the exercise price, such information will be communicated to the market via a company announcement at latest two weeks before the start of the exercise period.

Should such an event occur, the Company will compensate investors for any demonstratable loss incurred as a result of such change of terms.

If the Company resolves to amend the terms and this causes an investor to realize a financial loss, the investor will be compensated by the Company for such loss if the investor 1) have sold warrants of series TO 5 before amendment of terms, 2) repurchased warrants of series TO 5 after terms have been amended and 3) exercised TO 5 to subscribe for new shares to the amended terms. The investor will in such case be compensated for the difference between the selling and purchasing price, provided that the investor has realized a loss.

Pre-emptive subscription rights

Under Danish law, shareholders in a company generally have pre-emptive subscription rights if the general meeting of the Company resolves to increase the share capital by cash payment. However, the pre-emptive subscription rights of the shareholders are subject to exceptions due to authorizations granted by the general meeting.

9.  LEGAL RIGHTS AND OBLIGATIONS

Compliance

Any holders of Unit Rights who exercise Unit Rights for subscription of Units, shall be deemed to have represented that they have informed themselves about and complied with applicable laws. Custodian banks exercising Unit Rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the Issue procedures set forth in this Announcement. Upon expiry of the Subscription Period, any Unit Rights not exercised will lapse without value, and the holders of lapsed Unit Rights will not be entitled to any compensation. Every investor should be aware that their respective bank/financial institute may classify subscription of unit as a complex product and may therefore request information from the investor before subscription can be carried out.

Legal regulations

The new shares are issued according to the Danish Companies Act (no. 1451 of 09/11 2022) and the Company's Articles of Association as at the date of this Announcement. Brain+ is, moreover, subject to general Danish legislation, including Regulation (EU) 2017/1129 and the Danish Act on Capital Markets (no. 41 of 13/01/2023). Due to its listing on Nasdaq First North Growth Market Denmark, a multilateral trading facility platform, Brain+ is bound to the obligations set out in the applicable Nasdaq First North Growth Market Denmark regulations. Companies admitted to trade on Nasdaq First North Growth Market Denmark are subject to the European parliament and the Council Regulation (EU) No 596/2014 on Market Abuse Regulation (MAR) which contains regulation on information obligations and a prohibition on market abuse. Such obligations include, but are not limited to, complying with disclosure and information requirements in the Danish Securities market.

Tax considerations

An investment in the Rights Issue may result in tax consequences for the investor. Brain+ is a Danish registered company that has unlimited tax liability in Denmark. The Company's new shares and warrants will be traded on Nasdaq First North Growth Market Denmark, a multilateral trading facility platform (MTF), and the shares and warrants in Brain+ are therefore covered by the Danish tax rules for listed shares. The tax legislation in the investor's jurisdiction may influence any income received from the Issue described in this announcement. Taxation of any dividend, as well as capital gains tax and rules regarding capital losses on sale of securities depends on the individual investors' specific situation. Shareholders may need to consult their own accountant or tax adviser for a closer assessment of tax consequences, including applicability and effect of foreign tax rules and tax treaties when a shareholder being in Brain+.

Withdrawal and delay of the Issue

The Company is not allowed to withdraw the Rights Issue. However, it may delay or suspend the Rights Issue in the event that the registration of the new shares is refused by the Danish Business Authority. Any delay of the Rights Issue will be announced to the market in a company announcement.

Conflicts of interest

Sedermera Corporate Finance ("Sedermera") is the financial adviser, HC Anderson Capital 2 ApS is legal adviser and also the Company's Certified Adviser, Euronext Securities is the Issuing agent and Jyske Bank A/S is settlement agent to Brain+ in connection with the Rights Issue. These parties receive a pre-agreed remuneration for their services in connection with the Rights Issue.

Some members of Brain+'s board and management have financial interest in the Company because of share and or warrant holdings in the Company. Apart from the mentioned shareholdings, there are to the Company's best knowledge, no member of the Board of Directors or executive management who has any other private interests which might conflict with the Company's interests.

Miscellaneous

Brain+ has not been a party to any legal, arbitration or governmental proceedings (including pending cases or such that the Company is aware may arise), during a period covering at least the previous 12 months, that have had or could have significant effects on the Company's financial position or profitability. Nor has the Company been informed of claims that could lead to Brain+ becoming a party to such a process or arbitration. There are no arrangements, known to Brain+ (the "Issuer"), which may at a subsequent date result in or prevent a change in control of the Issuer. No provisions in Brain+ articles of association, statutes, charter, or bylaws have an effect of delaying, deferring, or preventing a change in control of the Issuer.

Name and registered office

The Company's address and the registered office of the Board of Directors is c/o Caspian Coworking, Svanevej 22, 2400 Copenhagen, Denmark. Company representatives may be reached by telephone +45 31 39 33 17, and by e-mail at contact@ brainplus.com. The Company's visiting address is c/o Caspian Coworking, Svanevej 22, 2400 Copenhagen, Denmark, and the website is www.brain-plus.com.
 

Advisors
In connection with the Rights Issue, Sedermera Corporate Finance AB act 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 Rights Issue, 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:

Kim Baden-Kristensen, CEO
Phone: +45 31393317
E-mail: kim@brain-plus.com

Or,

Hanne Vissing Leth, CFO
Phone: +45 53889902
E-mail: hanne@brain-plus.com
www.brain-plus.com

Certified Adviser

HC Andersen Capital 2 ApS

Phone: +45 28 74 66 40

E-mail: ca@hcandersencapital.dk

www.hcandersencapital.dk

Important information

This Company Announcement constitutes an offer to acquire shares, warrants, subscription rights, temporary units and/or other securities in Brain+ A/S. 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.