COMPANY ANNOUNCEMENT
- Members of management and board members/observers have committed to exercise all their TO 3 warrants and provide additional guarantee commitments, covering 6% of the issue
- The company's largest shareholders have so far provided firm commitments to exercise warrants and provide guarantees for a total of 52% of the issue
- As earlier announced, the exercise price for the warrants of series TO 3 is
DKK 0.11 and the exercise period runs from11 March 2024 to22 March 2024 - If all warrants are exercised/guaranteed, it will add
DKK 3.14 million and three (3) months to Brain+'s financial runway - In parallel with the warrant exercise, longer-term funding options are being evaluated to optimize the company's operations and the return to its shareholders, including ways to benefit from the gap between public and private equity market valuations of near-commercial health tech companies
Copenhagen, Denmark , 11 March 2024 - Brain+ A/S (Nasdaq First North: BRAINP)
Brain+ A/S ("Brain+" or "the Company") announces that all members of its management team and members/observers of its board of directors have committed to exercise all their warrants of series TO 3 and provide guarantees, covering a combined 6% of the total outstanding. Further, the company has been met with substantial early support from several of its largest investors, in the form of firm commitments to exercise warrants of series TO 3 and provide guarantees. In total, Brain+ has so far received commitments covering approximately 58% of the total number of 28,542,348 warrants of series TO 3 outstanding.
Each warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in Brain+ at a price of
In parallel with the ongoing exercise of warrants of series TO 3, Brain+ is evaluating different options available to secure the longer-term funding of the company's activities. These include among others to make a directed issue of new shares to existing and new investors both in
Holders of warrants of series TO 3 can be certain upon exercise of their warrants to get the amount of shares they have subscribed for. Investors, who have provided guarantee commitments, will have their commitments activated only to the extent not all warrants are exercised. If guaranteed commitments are activated, Brain+ will make a directed share issue to the guarantors at a subscription price equal to the exercise price of the warrants. The total number of shares issued based on exercise of warrants and in a potential subsequent directed issue cannot exceed the total number of 28,542,348 outstanding warrants of series TO 3. If the total of guarantor commitments exceeds the number of warrants not subscribed for, there will be a pro-rata allocation of shares to guarantors in the directed issue. No compensation will be paid for guaranteed commitments.
Overview of commitments in ongoing Brain+ TO 3 warrant exercise
No. of warrants | Exercise commitment (DKK) | Guarantor commitment (DKK) | Total commitment (DKK) | |
Board & Management - Total | 240,000 1,000,000 120,000 263,088 10,000 1,713,997 | 26,400 - 6,600 28,940 - 61,940 | - 110,000 6,600 - 10,000 126,600 | 26,400 110,000 13,200 28,940 10,000 188,540 |
2,860,600 | 314,666 | - | 314,666 | |
2,272,727 | 198,000 | 52,000 | 250,000 | |
Members of Danish family | 4,535,312 | 320,965 | 177,919 | 498,884 |
Other large Brain+ shareholders | 5,273,636 | 165,100 | 415,000 | 580,100 |
Total commitments | 16,656,273 | 1,060,671 | 771,519 | 1,832,190 |
Summarized terms for the warrants of series TO3:
Exercise period: |
11 - |
Exercise price: | |
Last day of trading in warrants of series TO 2: | |
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 approximately |
Dilution: |
Upon full exercise of warrants of series TO 3, the number of shares of nominal value |
Complete terms and conditions for the warrants of series TO 3 can be found in the prospectus approved by the
Compensation
As announced by Brain+ on
Advisors
In connection with the unit rights issue including the issue and exercise of 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 31 39 33 17
E-mail: kim@brain-plus.com
www.brain-plus.com
Certified Adviser
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
https://news.cision.com/brain--a-s/r/brain--announces-that-58--of-its-warrants-of-series-to-3-are-covered-by-early-commitments,c3943733
https://mb.cision.com/Main/20893/3943733/2660237.pdf
https://news.cision.com/brain--a-s/i/1-b-en-rgb,c3276962
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