CORPORATE ACTION: OFFER TO SUBSCRIBE FOR BRAIN+ UNITS (NEW SHARES AND WARRANTS)
• PREEMPTIVE RIGHTS FOR EXISTING BRAIN+ SHAREHOLDERS
• THE ISSUE IS 60% SECURED BY PRE-SUBSCRIPTIONS AND GUARANTEE COMMITMENTS
• THE SUBSCRIPTION PERIOD IS RUNNING TUES, 11 JUNE 2024 – MON, 24 JUNE 2024
The offer to subscribe for UNITS only occurs through BRAIN+’ company announcement, which was published on 7 May 2024.
Background
During 2023, Brain+ streamlined its business and advanced its product pipeline while managing costs and resources optimally to extend its financial runway as much as possible. Towards the end of 2023, the company shifted its commercial focus entirely to the UK, identified as the most promising market for dementia health tech products. Early 2024, Brain+ further refined its business plan and set targeted milestones to reach proof-of-business in 2025 and cash-flow break-even end 2026.
To provide Brain+ with working capital to fully execute on the UK-focused business plan, the Board of Directors has decided to carry out the unit rights issue to fund ongoing operational and commercial activities. The unit rights issue was approved by the Annual General Meeting on 22 May 2024.
For further information on Brain+ business activities, plans and outlook, please see the Investment Brochure at the bottom of this page. We also recommend you to see the list of published Company Announcements and Investor News under Announcements and financial documents and to watch the company’s most recent investor webinars, which can be accessed here: Event calendar
Use of proceeds
Maximum gross proceeds from the Rights Issue amounts to approximately DKK 18.09 million (if both steps of the transaction are fully subscribed). This will provide total net cash proceeds to Brain+ of DKK 15.21 million, which will be used primarily to fund the company’s operations and to meet the milestones defined in the UK focused business plan.
This includes ongoing regulatory and other preparatory go-to-market activities in the UK, release of the CST-Assistant v2.0 in Denmark and as a medical device in the UK in Q3 2024, closing the first UK sales contracts before end 2024 and subsequent commercial scaling towards projected UK business break-even by end 2025 as an important step towards projected full company cash-flow break-even by end 2026. Cash proceeds from the rights issue will be used also to advance the product pipeline towards market ready versions of the CST-Home Care product and the CST/CCT combination product for Mild Cognitive Impairment, which both can open new and large dementia market segments for the company.
Timeline for the Rights Issue
| Last day of trading in the share incl. unit rights | 6 June |
| First day of trading in the share excl. unit rights | 7 June |
| First day of trading in unit rights | 7 June |
| Record date for obtaining unit rights | 10 June |
| Subscription period | 11 – 24 June |
| Last day of trading in unit rights | 20 June |
| Estimated date for publication of outcome | 27 June |
| Estimated date for first day of trading in new shares and warrants | 11 July |
Summary of terms for the offering
Subscription ratios
- Brain+ shareholders will receive one (1) unit right for each share hold in deposit on 10 June 2024
- (9) unit rights entitle the holder to subscribe for one (1) unit
- One (1) unit consists of eleven (11) new Brain+ shares and nine (9) Brain+ TO 4 warrants
Subscription price
- The subscription price is DKK 0.88 per unit, which corresponds to a subscription price of DKK 0.08 per share (11 shares per unit)
- Warrants are subscribed free of charge
Subscription period
- The subscription period runs from 11 June 2024 at 9:00am CEST to 24 June 2024 at 5:00pm CEST
Issue volume
- The Rights Issue comprises a maximum of 10,161,031 units, corresponding to a maximum of 111,771,341 new shares and 91,449,279 TO 4 warrants
TO 4 warrants
- One (1) warrant can be exercised to subscribe for one (1) new Brain+ share in the exercise period
- The exercise period will run from 16 Sept 2024 to 27 Sept 2024
- The exercise price will be set with a 30% discount to the prevailing market price of existing Brain+ shares, however limited between DKK 0.08 and DKK 0.10 per share
Maximum proceeds
- If fully subscribed, Brain+ will receive approximately DKK 8.94 million in gross proceeds before issue related costs of approximately DKK 1.85 million.
- The warrants of series TO 4 can, if the Rights Issue is fully subscribed, and all warrants are subsequently exercised at the highest exercise price, provide the Company with DKK 9.14 million in additional gross proceeds.
The issue is 60% covered by pre-commitments and guarantees
Brain+ has received written subscription commitments from members of the board and management as well as larger shareholders of approximately DKK 2.65 million. Additionally, Brain+ has received bottom-up guarantee commitments from external investors of DKK 2.37 million and a top-down guarantee commitments from members of the board and management of approximately DKK 0.36 million. Hence, the Rights Issue is via pre-commitments secured to approximately DKK 5.38 million, corresponding to approximately 60.2 percent.
Questions related to the Rights Issue
In case of any question about Brain+, the Rights Issue or the financial instruments, you are welcome to reach out to either Brain+ CEO Kim Baden-Kristensen on kim@brain-plus.com or +45 31 39 33 17, Brain+ CFO Hanne Vissing Leth on hanne@brain-plus.com or +45 53 88 99 02.
Also Brain+ financial adviser Sedermera Corporate Finance or the issuing agent Nordic Issuing are available for information and can be contacted using the contact details at the bottom of this company announcement.
Advisors
In connection with the Unit Rights Issue, Sedermera Corporate Finance AB act as financial advisors to Brain+. Markets & Corporate Law Nordic AB act as legal advisor. Nordic Issuing AB it the issuing agent and 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 technicalities and the financial instruments, please contact:
Nordic Issuing AB
Phone: +46 (0) 40 632 00 20
E-mail: info@nordic-issuing.se
www.nordic-issuing.se
