Brain+ A/S (Nasdaq First North: BRAINP) - This announcement constitutes inside information that Brain+ is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was provided by the contact person below for publication on
- The previously announced minimum and maximum exercise price levels for Brain+ warrants of series TO 3 have been eliminated
- With the amended terms, the exercise price for warrants of series TO 3 has been set at
DKK 0.11 per new Brain+ share subscribed for, which represents a 33% discount to the closing price of the Company's existing shares on6 March 2024 - The exercise period for the TO 3 warrants have been changed from previously announced Friday 8 March - Friday
22 March 2024 to Monday 11 March - Friday22 March 2024 - Compensation will be available to investors who exercise warrants of series TO 3 and realise a loss in doing so as a result of the amended terms
Further, the first day of the exercise period for warrants of series TO 3 has been changed from Friday
Background and motivation for the amended TO 3 warrant terms
Brain+ completed a pre-emptive rights issue of units in
Since the unit rights issue in 2023, Brain+ has made significant operational progress and reached important milestones for its digital health business, including
- signed four CST-Therapist Companion sales contracts with Danish municipalities,
-
received a
DKK 3.5 million grant to scale the implementation of CST-Therapist Companion inDenmark , - completed of a Danish usability study, validating the relevance of CST-Therapist Companion to enable more effective delivery of Cognitive Stimulation Therapy to people with dementia,
-
developed an upgraded version of CST-Therapist Companion targeted for commercial release in
Denmark in Q2 2024 and in theUK in Q3 2024, -
signed a contract with the leading healthtech go-to-market and sales specialist in the
UK - attracted experienced international healthtech business and investor profiles to its board of directors
However, and nonetheless, the Company's share price has declined to a level below the minimum exercise price of
To align with the promises made upon the announcement of the unit rights issue in 2023, Brain+ intends to return value of the warrants of series TO 3 and maximize the likelihood that they will represent an attractive opportunity for the warrant holders. On this background, it has been decided to remove the previously set minimum and maximum exercise price levels of the warrants. However, the exercise price cannot fall below the nominal value of
During the calculation period, the volume-weighted average trading price of the Company's shares was approximately
To allow time for the information in this announcement to be digested and absorbed by the market including by Brain+ share and warrant holders, custodian banks, and other stake holders, the Company's board has also decided to move the first day of the exercise period for the TO 3 warrant by one trading day from previously Friday
Offer of compensation
The warrants of series TO 3 have been traded since the rights issue was completed in
Detailed compensation criteria will apply as set out below. These criteria will also be detailed on the Company's website from Monday 11 March including worked examples in order to make the calculation process for compensation as transparent as possible to shareholders.
Compensation criteria
Following the amendments to the exercise terms for the warrants of series TO 3, Brian+ will be offering compensation to warrant holders who meet all the following criteria:
- The warrant holder must have sold warrants of series TO 3 between
13 June 2023 ,9:00 AM (CEST) and6 March 2024 ,5:00 PM (CET) and provide bank documentation of the sale(s). -
The warrant holder must have repurchased warrants of series TO 3 between
7 March 2024 ,9:00 AM (CET) and20 March 2024 ,5:00 PM (CET) and provide bank documentation of the purchase(s). - Compensation is only given if the warrant holder has realized a loss (ie. purchase price minus sales price).
-
The warrant holder must have exercised warrants of series TO 3 between
11 March 2024 ,9:00 AM (CET) and22 March 2024 ,5:00 PM (CET) and provide bank documentation of the exercise. -
The warrant holder will be compensated for the difference between the sold amount and the purchased amount. Compensation is only given up to the maximum units of warrants of series TO 3 sold before
6 March 2024 ,5:00 PM (CET) . - The warrant holder cannot be compensated for a higher number of warrants of series TO 3 than what has been exercised.
- Warrant holders must exercise warrants of series TO 3 to be eligible for compensation.
After the exercise period ends, warrant holders who fulfill the above criteria for compensation must send a request to Brain+ with documentation proving their eligibility for compensation and the final compensation amount.
Brain+ will provide detailed information of the process on how to request and document eligibility for compensation as well as the timeframes in which such claims must be made through a further announcement to the market, as well as on the Company's website, in due time before the end of the exercise period for the warrants of series TO 3.
Action required from warrant holders
For the warrants to not expire without value, it is required that the holder actively exercises the rights attached to the warrants to subscribe for new shares no later than
Complete terms and conditions for the warrants of series TO 3 can be found in the prospectus approved by the
Summarized terms for the warrants of series TO 3:
Exercise period: |
11 - |
Exercise price: | |
Last day of trading in warrants of series TO 3: | |
Issue volume: |
28,542,348 warrants of series TO 3 which entitle to a maximum subscription of 28.542,348 new shares. If all warrants are exercised, the Company will receive |
Dilution: |
Upon full exercise of warrants of series TO 3, the number of shares of nominal value |
How warrants are exercised (Nominee-registered warrants):
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each custodian bank. Please contact your custodian bank directly for additional information.
Outcome
The outcome of the exercise of warrants of Series TO 3 will be published in a company announcement on or around
Advisors
In connection with exercise of the warrants of series TO 3,
For more information about the warrant exercise, please contact:
Phone: +46 (0) 40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
Gemstone
Phone: +45 33 22 07 00
E-mail: sh@gemstonecapital.com
www.gemstonecapital.com
For more information about Brain+, please contact:
Phone: +45 31393317
E-mail: kim@brain-plus.com
Certified Advisor
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
https://news.cision.com/brain--a-s/r/brain--a-s-announces-amended-terms-for-upcoming-to-3-warrant-exercise,c3942197
https://mb.cision.com/Main/20893/3942197/2653896.pdf
https://news.cision.com/brain--a-s/i/1-b-en-rgb,c3275885
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