Today, 26 November 2025, an extraordinary general meeting was held in BrainCool AB (publ) ("BrainCool" or the "Company"), at which the shareholders adopted the following resolutions.
Adoption of new articles of association
The general meeting resolved, in accordance with the board's proposal, to amend the articles of association regarding the limits for share capital (§ 4) and number of shares (§ 5). The new wording is as follows:
§ 4 Share capital
The share capital shall amount to a minimum of SEK 11,250,000 and a maximum of SEK 45,000,000.
§ 5 Number of shares
The number of shares shall be no less than 250,000,000 and no more than 1,000,000,000.
Approval of the board's decision on a preferential rights issue
The general meeting resolved to approve the board's decision of 24 October 2025 regarding a new issue of shares with preferential rights for existing shareholders (the "Rights Issue").
Through the Rights Issue, the number of shares in BrainCool may increase by a maximum of 84,463,730 shares, from 253,391,191 shares to 337,854,921 shares, and the share capital may increase by a maximum of SEK 3,800,867.936753, from SEK 11,402,603.855258 to SEK 15,203,471.792011. The subscription price is SEK 0.50 per share. If the Rights Issue is fully subscribed, BrainCool will receive approximately SEK 42 million before issue costs.
Subscription for shares based on subscription rights shall be made by cash payment during the period from 3 December 2025 to 17 December 2025.
Authorization for over-allotment issue
The general meeting resolved to authorize the board of directors, for the period until the end of the next annual general meeting, to resolve on one or more occasions, with deviation from the shareholders' preferential rights, on a new issue of shares to enable over-allotment in the Rights Issue.
The purpose of the authorization is to ensure full allotment to investors who have entered into subscription commitments without preferential rights in the Rights Issue. The authorization may only be used if the Rights Issue is fully subscribed. A maximum of 66,000,000 new shares may be issued under the authorization, and the terms and conditions of any over-allotment issue shall be the same as in the Rights Issue, whereby the subscription price shall correspond to the subscription price in the Rights Issue.
For further information regarding these resolutions, please refer to the general meeting documents available on the Company's website.
Contact
For more information
Jon Berg - CEO
+46 722 50 91 19
E-mail: jon.berg@braincool.se
About BrainCool
BrainCool AB (publ) is one of the world's leading companies in rapid precision cooling of patients to save lives and reduce secondary injuries in sudden cardiac arrest and stroke, as well as to counteract chemotherapy-related side effects. After successfully developing its first cooling system, the BrainCool System, and signing a distribution agreement with the global medtech company ZOLL®, the company is now focusing on bringing another innovative product, the RhinoChill® System, to the market. The RhinoChill® System has unique properties that make it possible to cool patients who have suffered cardiac arrest even before they reach the hospital and at the same time opens opportunities to significantly improve treatment outcomes in surgical removal of blood clots (thrombectomy) in connection with stroke. The global market for medical cooling is already estimated to be between SEK 8 and 12 billion.
The share is listed on Nasdaq First North Growth Market in Stockholm.
BrainCool's Certified Adviser is Eminova Fondkommission AB, +46 (0)8 - 684 211 00, adviser@eminova.se, www.eminova.se
