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Rights Issue of Units
No actions have been taken, nor will any action be taken, to permit a public offering of units in this rights issue in any jurisdiction other than Denmark.
Not for release, distribution or publication, directly or indirectly, in or into, the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which the release, distribution or publication would be unlawful or require registration or any other measure.
Brain+ is carrying out a 50% secured offering of units (bundle of new shares and warrants of series TO 5) of up to DKK 16 million to fund execution its UK focused commercial plan, build customer validation of Ayla – Your CST Assistant for better dementia care and establish a growing revenue stream.
More information on the company’s business and outlook as well as on the rights issue can be found in the Informational folder, available for download at the bottom of this page together with other relevant information.
Terms of the Rights Issue
Subscription ratios:
- 15 Unit Rights entitle the holder to subscribe for 1 unit with pre-emptive right (= guaranteed allocation of units).
- 1 unit = 53 new Brain+ shares + 53 warrants of series TO 5
Supscription period:
- 17 – 28 March 2025
Subscription price:
- DKK 1.1289 per unit, corresponding to DKK 0.0213 per share (DKK 1.1289 / 53 = DKK 0.0213).
- Warrants of series TO 5 are subscribed free of charge.
Key subscription information
- Preferential subscription rights for existing Brain+ shareholders
- Unit subscription rights (“Unit Rights”) allocated as per Brain+ shareholdings on 14 March 2025 with one (1) Unit Right allocated per existing share held in deposit.
- Subscription period is running 17 – 28 March 2025.
- For shareholders on Nordnet, the last response date to subscribe on allocated rights is 23 March 2025
- Shareholders, who can subscribe for additional shares without backing
Terms of the TO 5 warrants
- The TO 5 warrants will be admitted for trading on Nasdaq First North Growth Market Denmark after the rights issue, expectedly from 11 April 2025
- 1 warrant of series TO 5 will entitle the holder to subscribe for 1 new Brain+ share
Exercise period:
- 3 – 17 June 2025
Exercise price:
- 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
- Minimum exercise price of DKK 0.01 per share
- Maximum exercise price of DKK 0.03195 per share
The offer to subscribe for units occurs through the Brain+ Company Announcement, which was published on 6 March 2025. Link to the Company Announcement as well as to other relevant documents relating to the Rights Issue can be found at the bottom of this page.
Brain+ is carrying out a public rights issue of units to raise up to DKK 16 million in new capital. The issue is 50% secured through pre-subscription and guarantee commitments of approximately DKK 8 million. This includes pre-subscription commitments of approximately DKK 1 million from members of Brain+ management and board of directors.
The purpose of the Rights Issue is to provide Brain+ with working capital to fully execute its UK focused commercialization plan for Ayla – your CST Assistant as a novel offering for better dementia care. Since the product was launched in October 2024, Brain+ has made rapid progress in establishing its commercial footprint in the UK dementia care market and built a robust sales pipeline with multiple high-potential customer leads. This positions the Company well to close near-term sales contracts, establish customer validation of its offering towards growing its revenue exponentially through 2025 towards achieving its target of €1 million in Annual Recurring Revenue (ARR).
Proceeds and funding outlook
At full subscription, gross proceeds from the rights issue will be DKK 16 million, which corresponds to net proceeds to Brain+ of approximately DKK 13.8 million after deduction of transaction related costs.
At full subscription in the rights issue and assuming subsequent full exercise of the TO 5 warrants in June 2025 at the highest subscription price, total maximum proceeds to Brain+ after deduction of transaction related costs will amount to approximately DKK 36.3 million.
At the 50% secured level, net proceeds to Brain+ from the rights issue will amount to approximately DKK 5.9 million, which will fund the company until receipt of proceeds from the TO 5 warrant exercise. If the guaranteed issue of TO 5 warrants are exercised at 50%, it will provide Brain+ with additional net proceeds of approximately DKK 3.4 million. With full effect of the company’s restructuring and expectedly growing sales revenue from H2 2025, Brain+ forecast to be fully funded into 2026 to realize its commercial and revenue targets for the year.
Timetable for the Rights Issue
Allocation of Unit Rights:
14 March 2025
Last day of trading in unit rights:
26 March 2025
Subscription period:
17 – 28 March 2025
Expected announcement of the outcome of the Rights Issue:
2 April 2025
Estimated date for first day of trading in new shares and warrants:
11 April 2025
Rights Issue related material and documentation for download:
Additional information
Impala Nordic has interviewed Kim Baden-Kristensen, CEO of Brain+ A/S.
Kim Baden-Kristensen shares his knowledge of the company’s operations, strategy, and future outlook. He also provides his perspective on the digital healthcare market and highlights the key factors investors should watch in the coming years.
