Brainsway announces $20M private placement with Valor Equity Partners

BrainsWay has entered into a securities purchase agreement with an affiliate of Valor Equity Partners for a private investment financing expected to result in gross proceeds of approximately $20M. In the PIPE, BrainsWay has agreed to issue to Valor an aggregate of 2,103,745 American Depositary Shares, at a purchase price of $9.51 per ADS, a 20% premium above the 30-day volume-weighted average price of the ADSs, and warrants to purchase up to an additional 1,500,000 ADSs at the same price, which may further increase the proceeds from the PIPE up to a total of approximately $34.3M if the Warrants are fully exercised in cash. The Warrants will become exercisable upon issuance thereof at the closing of the PIPE and will remain exercisable for 18 months following their initial issuance date, provided, however, that during such 18-month period, if the Company’s ADS closing price for any thirty consecutive trading days exceeds the Exercise Price by 40% or more, the holder of the Warrants shall be required to fully exercise the Warrants in accordance with the terms therein within five trading days. In connection with the PIPE, the Company is granting Valor the right to nominate at least one member to its board of directors so long as Valor holds, directly or indirectly, at least 10% of the outstanding voting rights of the Company and two members to its board of directors so long as Valor holds, directly or indirectly, at least 20% of the issued and outstanding share capital of the Company. Valor has notified the Company that the initial director it designates for nomination as a member to the board of directors will be Mr. Shulkin. The closing of the PIPE and the issuance of the ADSs and Warrants to Valor is subject to customary closing conditions as well as the Company obtaining shareholder approval of the transaction. The Company agreed to file a notice and proxy statement for its extraordinary general meeting of its shareholders for the purpose of obtaining such shareholder approval by no later than ten days following the signing of the securities purchase agreement and hold such meeting within thirty-five days following such filing. The Company intends to use the proceeds from the PIPE for strategic initiatives including to expand market awareness, enhance data analysis capabilities, develop its R&D roadmap, evaluate other potential opportunities in the TMS industry and expand access to Deep TMS.