This announcement constitutes inside information that Brain+ A/S is obliged to make public pursuant to the EU Market Abuse Regulation (EU no. 596/2014). The information was submitted for publication by the contact person below on
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO,
The Board of Directors of Brain+ A/S ("Brain+" or "the Company") has today, on
If the Rights Issue is fully subscribed, Brain+ will receive approximately
The Rights Issue
The Rights Issue comprises of an offer to current Brain+ shareholders as well as to non-shareholder investors to subscribe for units in Brain+. A unit is a bundle of shares and warrants. The offer consists of 10,161,031 units, each of which includes eleven (11) new shares in Brain+ and nine (9) warrants of series TO 4, exercisable in
Upon full subscription, the Rights Issue will provide Brain+ with approximately
The purpose of the Rights Issue is to provide Brain+' with working capital to deliver on its
Summary of the Rights Issue
All existing shareholders in Brain+ will receive one (1) Unit Right for each share held on the record date, the
10 June 2024 . For nine (9) Unit Rights the holder will be entitled to subscribe for one (1) unit.
One (1) unit consists of eleven (11) new shares in Brain+ and nine (9) warrants of series TO 4. So, subscription for one unit means subscription for eleven (11) new Brain+ shares and nine (9) warrants of series TO 4.
The subscription price is
DKK 0.88 per unit, corresponding to a subscription price ofDKK 0.08 per share. Warrants are issued free of charge.The subscription period is scheduled to commence on
11 June 2024 at9:00 a.m. CEST (Central EuropeanSummer Time = local Danish and Swedish time) and will close on24 June 2024 CEST (the "Subscription Period").The Rights Issue comprises a maximum of 10,161,031 units, corresponding to a total of 111,771,341 new shares and 91,449,279 warrants of series TO 4. If fully subscribed, Brain+ will receive approximately
DKK 8.94 million in gross proceeds before issue related costs of approximatelyDKK 1.85 million .DKK 0.36 million of the issue related costs are compensation to guarantors of the issue andDKK 1.49 million relates to other costs. After repayment of the loan ofDKK 2.00 million to be received by Brain+ prior to the Rights Issue including associated loan costs, maximum net proceeds to Brain+ from the Rights Issue amounts toDKK 5.01 million . The warrants of series TO 4 can, if the Rights Issue is fully subscribed, and all warrants of series TO 4 subsequently is exercised for subscription at the highest exercise price ofDKK 0.10 , provide the Company with up to approximatelyDKK 9.14 million in additional gross proceeds before deduction of warrant exercise related costs of approximatelyDKK 0.74 million (if warrants of series TO 4 are fully exercised).Each (1) warrant of series TO 4 will entitle the holder to subscribe for one (1) new share during the exercise period from 16 September to
27 September 2024 . The exercise price of the TO 4 warrant may not be lower thanDKK 0.08 and not higher thanDKK 0.10 per share. The final exercise price will, within the interval above, be determined to 70 percent of the volume-weighted average share price ("VWAP") of Brain+ shares during 20 consecutive trading days ending on12 September 2024 . Brain+ will inform the market on the final exercise price via a company announcement on13 September 2024 . Warrants of series TO 4 are to be admitted to trading on Nasdaq First North Growth Market Denmark following completion of the Rights Issue, with first day of trading expectedly on11 July 2024 . The last day of trading of warrants of series TO 4 will be25 September 2024. Total maximum gross proceeds from the Rights Issue thus amounts to approximately
DKK 18.09 million (if both steps of the transaction are fully subscribed), which will provide total net cash proceeds to Brain+ ofDKK 15.21 million (including loan associated costs). Maximum net proceeds can secure funding for Brain+ current business plan untilApril 2026. 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 ofDKK 2.37 million and a top-down guarantee commitments from members of the board and management of approximatelyDKK 0.36 million . Hence, the Rights Issue is via pre-commitments secured to approximatelyDKK 5.38 million , corresponding to approximately 60.2 percent. Neither the guarantee nor the subscription commitments are secured by bank guarantees, escrow funds, pledges, or similar, thus there is a risk that the commitments, in whole or in part, may not be fulfilled.The decision of the Board of Directors in Brain+ to carry out the Rights Issue is subject to approval at the AGM. The AGM is planned to be held on
22 May 2024 and notice to convene the meeting will be published through a separate company announcement.
Information memorandum
Before the subscription period in the Rights Issue commences, Brain+ will publish an information memorandum containing a summary of the Company and its business activities and outlook as well as relevant information of the Rights Issue.
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,
Questions can also be addressed to Brain+' financial advisor, Sedermera Corporate Finance, or the issuing agent, Nordic Issuing, using the contact details at the bottom of this company announcement.
TABLE OF CONTENTS OF THIS ANNOUNCEMENT
Certain definitions related to the rights issue
Background and purpose
Risk factors
Timeline
Detailed terms and conditions
Subscription and guarantee commitments
Share capital
Terms and conditions of the securities
Legal rights and obligations
CERTAIN DEFINITIONS RELATED TO THE RIGHTS ISSUE
"Rights Issue" refers specifically to the Rights Issue of Units with subscription period between |
"Unit" refers to a bundle of eleven (11) new shares in Brain+ and nine (9) warrants of series TO 4, which are offered in the Rights Issue. |
"Temporary Unit" refers to an interim financial instrument representing paid-for units that will be registered on the subscribers' in VP Securities in a temporary ISIN during the period up until the Rights Issue is finalized. Upon registration of the Rights Issue at |
"Unit Right" refers to the financial instrument representing the pre-emptive right associated with current shareholdings. Upon subscription in the Rights Issue, nine (9) Unit Rights will give the holder the right to subscribe for one Unit with guaranteed allocation. |
"Guarantor" refers to an investor who have provided a guarantee (also commonly referred to as a "underwriting") commitment in the Rights Issue. By submitting a guarantee commitment, the guarantor commits to subscribe for a certain number of Units in the Rights Issue if subscription from existing shareholders and other investors does not reach a pre-determined amount. |
BACKGROUND AND PURPOSE
Brain+ in brief
Brain+ is a health tech company, committed to help people with dementia live better lives by treating cognitive decline, which is the most devastating consequence of dementia. The Company's aim is to become the preferred provider of certified health tech solutions for better dementia management, servicing several million people affected by dementia by 2030.
To reach this target, Brain+ has to date developed three health technologies to support dementia management. Two of these are for the treatment of cognitive decline: software-facilitated Cognitive Stimulation Therapy ("CST") and; Computerized Cognitive Training ("CCT"), and one is a software-based cognitive test, Starry Night for the detection of early indications of dementia and assessment of cognitive function. Based on these health technologies, Brain+ has so far built a pipeline of three health tech dementia products, which are at different stages of development. The most mature product, the CST-Assistant, is a software solution, which can support therapists and scale the delivery of group-based Cognitive Stimulation Therapy (CST) to people with mild to moderate dementia. A version 1.0 of the CST-Assistant has been made commercially available in
CST-Assistant
Brain+' most mature product, the CST-Assistant (formerly referred to as CST-Therapist Companion), is a software solution that offers CST therapists a readily accessible, customizable, and validated high-quality CST software solution to support CST delivery. A CST dementia therapy program involves 14 sessions of theme structured group therapy sessions to run twice a week over 7 weeks. CST is today's leading non-drug dementia therapy, as it has been shown to improve cognitive function, quality of life and communication abilities of people with mild to moderate dementia. CST is becoming a recognized global standard, based on consistent health outcomes and a strong evidence base over two decades of research and policy support from international dementia interest organizations. The CST-Assistant solves major pain points for CST therapists and health systems because it enables a more consistent and scalable implementation of CST to benefit more people with dementia, while saving valuable time for CST-therapists. The product has been developed in close collaboration with leading dementia Key Opinion Leaders (KOLs), the
A v1.0 of the CST-Assistant has been commercially available in
A significantly upgraded v2.0 of the product is in late-stage regulatory phase and targeted for EU and
Purpose of the Rights Issue
Since mid-2023, Brain+ has streamlined its business activities on several fronts and progressed its product pipeline, while tightly managing costs and optimizing the allocation of organizational resources to extend its financial runway. On the commercial side, the Company started to shift its business focus to the
The Company in early 2024 sharpened and focused its business plan further and defined targeted milestones to accelerate the time to its major objectives of proof-of-business and break-even: a) certify the CST-Assistant v2.0 as an EU Class 1 MDR medical software including
As communicated to the market in earlier announcements, Brain+ does not currently have the working capital needed to be able to deliver on the
Bridge financing
To sustain continued momentum of operational activities during the period up to receipt of proceeds from the Rights Issue, Brain+ has secured a bridge loan of approximately
Use of the proceeds
Maximum gross proceeds from the Rights Issue amounts to approximately
Brain+ receives, if the Rights Issue is fully subscribed, approximately
CST-Assistant v2.0 launch and market penetration in the
UK - Approximately 35%
Regulatory and other preparatory go-to-market activities for the CST-Assistant v2.0 in the
UK - Approximately 30%Development of the CST-Assistant v2.0 for launch as a certified medical software in the
UK - Approximately 15%CST-Assistant v2.0 launch and scaling in
Denmark - Approximately 10%Advancement of product pipeline (CST-Home Care and CST/CCT for MCI) - Approximately 10%
Through the exercise of the warrants of series TO 4 in
RISK FACTORS
The management team is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Executive management reports to the Board of Directors on all important matters including risk management. Although no guarantees can be given that other risks will not emerge and have negative adverse effect on the business, the Management believes that the key risks can be summarized as follows:
Financing
Since its launch, Brain+ has achieved limited revenue and although it has begun to commercialize its products, it remains in a phase that requires ongoing R&D projects. The Company launched its first product in
Market adoption
The acceptance and utilization of health tech dementia solutions depend on several factors, including the healthcare system, prescribers, and patients' readiness or reluctance to adopt health tech solutions. Brain+ operates in areas predominantly involving elderly patients and caregivers who may lack technological proficiency, which could create difficulties in utilizing and comprehending health tech solutions. These challenges can result in slower-than-anticipated market acceptance and achievement of sales targets.
Clinical development
The progress and commercial success of Brain+ products hinges on achieving positive outcomes in scientific and clinical trials, which are currently in preliminary phases and include feasibility studies. The first product, the CST-Assistant, is an efficiency tool primarily, and is thus less depending on clinical studies, nevertheless, the aim is to add additional medical claims in the coming years to achieve higher reimbursement levels, which will depend on successful trials and data collection. Given the innovative nature of Brain+ health tech dementia products, there is an inherent risk that these trials might not conclude successfully or deliver anticipated results. Additionally, there is a possibility of trial delays due to third parties and subcontractors.
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
Dependency of key staff
Brain+ is dependent on skilled and experienced persons to conduct its business and maintain permits. The management consists of a highly experienced team where 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.
TIMELINE
Preliminary timeline for the Rights Issue
Annual General Meeting | 22 May |
Publication of information memorandum | 31 May |
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 June - 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 of series TO 4 | 11 July |
Admission to trading
The first day of trading in Unit Rights is on
DETAILED TERMS AND CONDITIONS
The Rights Issue
The Rights Issue consists of Units to be offered in
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
Record date and unit structure
Each shareholder as per the record date on
Subscription/exercise period
The subscription period for Units in the Rights Issue will commence on
Announcement of exercise price of TO 4
The Company will inform the market on the exercise price of the TO 4 warrants in a company announcement one business day before the start of the exercise period.
Trading and procedure for exercising Unit Rights
The Unit Rights have, subject to approval of the Rights Issue at the AGM on
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 the Unit Right to pre-emptively subscribe for new units in the Rights Issue with guaranteed allocation of Units. Trading with Unit Rights are to be done via investors' custodian institutions or other financial instructions. Any Unit Rights not exercised nor 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 and payment of the Subscription Price, Temporary Units will be delivered through VP Securities by being recorded on subscribers' accounts with VP Securities. The Temporary Units will not be admitted to trading. The Temporary Unit will be assigned an ISIN code and be registered in VP Securities solely for illustrating subscription of Units in the Rights Issue up and until new shares and warrants can be delivered to the subscriber after the Rights Issue is registered with the
Every investor should be aware of that their respective bank/financial institute may classify subscription of units as a complex product and 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 to the same terms, including dates, as for those subscribing with support from Unit Rights. Subscription shall be made on a subscription form, which is available on the Company's website (www.brain-plus.com), and Nordic Issuing's website (www.nordic-issuing.se). The subscription 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
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+'s Board of Directors, according to the following priority:
Subscription with support of pre-emptive Unit Right.
Subscription without support of pre-emptive Unit Right.
Guarantors of the bottom-up guarantee.
Guarantors of the top-down guarantee.
Investors' right to withdraw applications of subscription
Subscription with support of Unit Rights or notification for subscription of Units without support from Unit Rights are irrevocable.
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
Dilution
As at the date of this company announcement, the registered share capital in Brain+ has a nominal value of
It will be proposed for the Company's AGM on
Through the Rights Issue, the Company's share capital can increase with a maximum of
If the Rights Issue is subscribed in full and the subsequent exercise of warrants of series TO 4 is exercised in full, the Company's share capital can after the warrant exercise increase with a maximum of
SUBSCRIPTION AND GUARANTEE COMMITMENTS
The Rights Issue is secured to approximately 60.21 percent through a combination of written pre-subscription and guarantees commitments according to the below:
DKK million | Percentage of Rights Issue | |
Subscription commitments | 2.65 | 29.66 |
Guarantee Commitments | 2.73 | 30.55 |
Total commitment | 5.38 | 60.21 |
Subscription commitments
Brain+ has received legally binding written subscription commitments from members of the board and management team and other external investors who all are existing shareholders in the Company. The subscription commitments amount to approximately
First name | Last name | Via Company | Pre-commitment (DKK) | Share of the Rights Issue (%) | Relation to the Company | |
John | Haurum | - | 814,488.89 | 9.11% | Senior advisor | |
Kim | Baden-Kristensen | - | 591,735.52 | 6.62% | CEO | |
Leif | Tomasson | - | 304,577.78 | 3.41% | Investor | |
Kenneth | Egtved Pedersen | - | 195,555.56 | 2.19% | Investor | |
Hanne | Vissing Leth | - | 108,843.88 | 1.22% | CFO | |
Claus | Dalsgaard | CD Holding ApS | 100,000.00 | 1.12% | Investor | |
Karsten | Egtved | - | 99,050.06 | 1.11% | Investor | |
Tim | Juergens | JuePes Cool Ventures UG | 97,777.78 | 1.09% | Nominated Chairman* | |
Isoletti | - | 72,600.00 | 0.81% | Investor | ||
Johan | Luthman | - | 70,400.00 | 0.79% | Interim Chairman | |
Jia | Li | 68,139.28 | 0.76% | Investor | ||
Simon | Frøsig Kristensen | 50,000.00 | 0.56% | Investor | ||
Jannie | Egtved Pedersen | - | 44,000.00 | 0.49% | Investor | |
Allan | Henriksen | 26,400.00 | 0.30% | Investor | ||
Simon | Nielsen | - | 8,888.88 | 0.10% | CSIO | |
Total | 2,652,457.62 | 29.66% |
*Pending approval at the AGM on
Bottom guarantee commitments
The Company has received legally binding guarantee commitments from members of the board and management and external professional investors, for a total of approximately
Out of the total guarantee commitments, approximately
First name | Last name | Company | Guarantee commitment (DKK) | Share of the Rights Issue (%) | Relation to the Company |
Formue Nord Marknadsneutral A/S | 1,200,000.00 | 13.42% | Investor | ||
Patric | Sjölund | Pronator Invest AB | 350,000.00 | 3.91% | Investor |
Jean | Dühring | JMD Holding ApS | 200,000.00 | 2.24% | Investor |
Gerhard | Dal | CapMate Aktiebolag | 175,000.00 | 1.96% | Investor |
Axel | Lindberg | 125,000.00 | 1.40% | Investor | |
Iman | Ziai | LTZ Consulting AB | 125,000.00 | 1.40% | Investor |
John | Moll | 100,000.00 | 1.12% | Investor | |
Anders | Haskel | Haskel Konsult Aktiebolag | 100,000.00 | 1.12% | Investor |
Total | 2,375,000.00 | 26.56% |
Top Guarantee commitments
In addition to the above-mentioned Bottom Guarantee, Brain+ has secured a second tranche of guarantee commitments of approximately
First name | Last name | Company | Guarantee commitment (DKK) | Share of the Rights Issue (%) | Relation to the Company |
Anish | Shindore | GSD Group SL | 150,000.00 | 1.68% | Board Member |
Johan | Luthman | 79,600.00 | 0.89% | Board Member | |
Tim | Juergens | 52,222.22 | 0.58% | Nominated Chairman* | |
Hanne | Vissing Leth | 50,000.00 | 0.56% | CFO | |
Simon | Nielsen | 25,000.00 | 0.28% | CSIO | |
Total | 356,822.22 | 3.99% |
*Pending approval at the AGM on
SHARE CAPITAL
Change of share capital and number of shares and dilution
In order to decrease the nominal value per share from the current
Through the Rights Issue, the number of shares in Brain+ will increase by a maximum of 111,771,341 shares, from 91,449,279 shares to 203,220,620, shares of nominal value
In the event that the Rights Issue is fully subscribed and all warrants of series TO 4 subsequently are fully exercised for subscription of new shares, the number of shares in Brain+ will increase by additionally 91,449,279 shares to a total of 294,669,899 shares of nominal value
TERMS AND CONDITIONS OF THE SECURITIES
General rights attached to the new shares
The shares issued in the Rights Issue will have identical rights as the existing shares. These include voting rights, right 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 4 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 at 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
The shares' transferability and lock-up
As at the date of this announcement, there are no general restrictions in the transferability of the shares or warrants. However, members of the board and management who together hold approximately 4.50 percent of the outstanding shares in the Company have entered into lock-up undertakings with the Company's financial adviser,
Rights to dividend
The new shares will, when fully paid up and registered with the
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 4 warrants, resolve to amend the terms of exercise of those warrants including, but not limited to, the minimum exercise price.
If the Company decide to amend the terms of the exercise price, such information will be communicated to the market via a company announcement, 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 resolve to amend the terms and this cause 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 4 before amendment of terms, 2) repurchased warrants of series TO 4 after terms have been amended and 3) exercised TO 4 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 have 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.
LEGAL RIGHTS AND OBLIGATIONS
Compliance
Any holders of Unit Rights which exercises 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 of 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 regulations. Companies admitted to trade on Nasdaq First North Growth Market 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
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
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
Conflicts of interest
Sedermera Corporate Finance ("Sedermera") are the financial advisers, Markets and Corporate Law Nordic ("MCL") is a legal advisor and Nordic Issuing is the Issuing agent and settlement agent to Brain+ in connection with the Rights Issue. These parties receive a pre-agreed remuneration for services in connection with the Rights Issue.
Some members of the Company'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.
The Company's address and the registered office of the Board of Directors is Købmagergade 53, 3, 1150 København K,
Advisors
In connection with the Rights Issue,
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
For more information about Brain+, please contact:
Phone: +45 31393317
E-mail: kim@brain-plus.com
Or,
Phone: +45 53889902
E-mail: hanne@brain-plus.com
www.brain-plus.com
Certified Adviser
Keswick Global AG
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
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