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Our lawyer responds on the appraisal dispute – September 16th, 2021

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Our lawyer address court about miscrediting – September 7th, 2021

Court accepts Airofit’s third extension request – September 7th, 2021

Court miscredits third extensions request to Breatheology – September 3rd, 2021

Airofit’s lawyer requests a third extension – September 3rd, 2021

Our lawyer sends pleading to court – September 3rd, 2021

Court announces date of main hearing – July 9th, 2021

Results from preparatory conference call in Copenhagen City Court – July 9th, 2021

Court announces date for preparatory conference call – June 24th, 2021

Airofit requests new date for preparatory conference call – June 24th, 2021

Our lawyer’s response to Airofit’s defense – June 18th, 2021

Defense Statement from Airofit’s lawyer – May 27th, 2021

Frontpage News: Danish newspaper reports on Breatheology vs. Airofit case – May 26th, 2021

Copenhagen City Court Response to 2nd Deadline Extension Request (Judge Pia Petersen disallows any further delays) – May 20th, 2021

Commentary from Airofit’s lawyer on 2nd extension deadline – May 20th, 2021

Our lawyer protests against 2nd deadline extension – May 20th, 2021

Airofit’s lawyer requests 2nd deadline extension – May 19th, 2021

Our lawyer’s response to court extension – May 5th, 2021

Airofit’s lawyer requests court extension – May 5th, 2021
Airofit’s new lawyer has requested a 14-day adjournment with submission of a response.

Airofit Receipt of Court Case – April 21st, 2021
(Letter from Court of Copenhagen confirming Airofit’s receipt of the claim in court against them and demanding them to take action).

Letter from Airofit’s new lawyer – April 19th, 2021
(accusing Stig Severinsen/Breatheology of breaking the Danish Marketing Act and Danish Trade Secrets act, and demanding all information to be taken down)

Press Release

Breatheology® & Stig Severinsen launch legal proceedings against Airofit A/S

18 April 2021, COPENHAGEN, DUBAIStig Severinsen has launched legal proceedings against Airofit A/S on the matter of breach of contract.

The complaint, filed with the City Court of Copenhagen, alleges that through a series of carefully designed restrictions, Airofit has reneged on its binding commitment to provide Stig Severinsen with an ownership stake in Airofit A/S.

The agreement was originally formed in a binding Letter of Intent and subsequently approved and ratified in a resolution by Airofit’s board of directors. During the pandemic, however, the processing of the share transfer was delayed, and eventually, on 15th February 2021, lawyers from Airofit contacted Stig and his team saying that the shares “were gone.”

“This was so unexpected, and I was completely shocked. This goes against everything I believe in; the trust I had in Airofit, its management, and its board of directors” said Stig Severinsen, four-time world freediving champion, multiple Guinness World Record holder and founder of Breatheology®.

“We simply cannot stand by idly and allow Airofit to reap the fruits of our efforts and continue using our celebrity, intellectual property, and our resources to their benefit, without upholding their agreed-upon terms. It’s beyond unethical.”

Only 12 months ago, Airofit was a struggling company with little to no revenue, facing the emerging challenges of the COVID-19 pandemic. Entering into a binding agreement to support the business development efforts of Airofit in exchange for an ownership stake, Stig not only leveraged the credibility of his personal and corporate brands to promote Airofit, but also embedded specialists from his own team within Airofit in order to launch sales on a large scale. Over the last year, several key members have been hired from Stig’s company Breatheology® into Airofit. The efforts have resulted in a significant increase in sales.

“I was ok with my team members joining Airofit since we had a binding agreement and I felt like I was already a shareholder in the company. I was also fine with Airofit benefitting from my name, even investing my own money towards making Airofit a success, along with endorsements, producing viral videos gaining millions of views, and numerous press activities. Our work has been instrumental in the recent growth of Airofit”.

The legal action against Airofit on the grounds of breach of contract will be an uphill battle, given Airofit’s recent success and a board of directors with executives from leading Danish investment institutions and global multinationals. That Airofit CEO Christian Tullberg Poulsen has gone against the express wishes of the resolution of the board of directors, will be noteworthy in the legal case.

In Summary

  • The legal claim, filed 72 hours ago in the Danish City Court of Copenhagen, alleges Airofit A/S, its CEO and board of directors are in breach of contract and substantial unauthorized use of Stig Severinsen’s name, brand and reputation for commercial gain, breaching Danish contract law.
  • Airofit A/S has so far denied the allegations and it is now up to the City Court of Copenhagen to decide on the matter.
  • Stig Severinsen and Breatheology® are seeking a fair resolution of the dispute and for Airofit to honour its original binding agreement.

About Stig Severinsen
Stig Severinsen is a four-time freediving World Champion and was the first person on the Planet to hold his breath underwater for over 20 minutes.

Stig has set multiple Guinness World Records; amongst others ‘Longest Breath Held Voluntarily’ (20 min 10 seconds in 2010 and 22 minutes in 2013), “Longest Dive Under Ice” (set under Greenland’s freezing ice caps) and ‘Longest ocean dive on a single breath’ swimming 202.0 metres (The 2020 Dive) in La Paz, Mexico. Stig was chosen as ‘The Ultimate Superhuman’ on the Discovery Channel’s ‘Superhuman Showdown’, when he held his breath for 22 minutes underwater.

With an MSc in Biology and a PhD in Medicine, Stig is the author of Breatheology® – The Art of Conscious Breathing and founder and CEO of the online platform Breatheology.com, founded to raise awareness on the power of breathing and breath-holding for improved health, rehabilitation, performance and stress resilience.

A member of the prestigious (and invitation-only) Explorer’s Club, joining a field of luminaries including the world’s first to reach the South Pole, the North Pole, the deepest point in the ocean, and the first to the surface of the Moon. Stig has consulted and trained the Danish Navy SEALs and the Danish Air Force.

Today, Stig spends his time personally training elite athletes and business leaders, and through his online platform Breatheology.com, with those looking to improve their breathing, health and decision-making.

Media Inquiries
Breatheology Press Team
+1 (650) 308-8777
press@breatheology.com

— END OF PRESS RELEASE —

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Subpoena

Original document (Danish)

Copenhagen City Court
Case no.: 70863
15 april 2021

As a lawyer for

Breatheology Limited
Hong Kong Companies Registry No. 1977302
15/F, BOC Group Life Assurance Tower
No. 136 Des Voeux Road
Central
Wanchai, Hong Kong
(”Breatheology”)
(Lawyer Sebastian Lysholm Nielsen)

and

Stig Åvall Severinsen
Dubai Marina
Apartment 1111
66 Al Marsa St
Dubai Marina
Dubai
United Arab Emirates
(Lawyer Sebastian Lysholm Nielsen)

I hereby sue

Airofit A/S
CVR-nr. 37 61 87 72
Teglværksgade 37, 3.
2100 København Ø
(”Airofit”)
(Lawyer Kim Håkonsson)

to appear as a defendant at the Copenhagen City Court, Domhuset, Nytorv, 1450 Copenhagen K, on the day and time scheduled by the court by endorsement of this summons, where the defendant must answer in writing in the case and include the documents that the defendant will invoke, and where the undersigned will discontinue the following.

  1. STATEMENT(S)

Statement 1

Principle:

Airofit A/S is obliged to issue A-warrants, each of which must give the right to subscribe for one A-share with a nominal value of DKK 1.00 in Airofit A / S at a price of 100 to Breatheology Limited, alternatively to Stig Severinsen, cf. section 3.8 in the Articles of Association of Airofit A/S of 20 November 2020, so that Breatheology Limited, alternatively Stig Severinsen, upon the exercise of the A-warrants in question obtains A shares corresponding to 2.5% of the total share capital in Airofit A/S.

Alternative:

Airofit A/S is ordered to pay Breatheology Limited, alternatively to Stig Severinsen, an amount corresponding to the value of 2.5% of the total share capital in Airofit A / S, however a minimum of DKK 2,125,041, with the addition of the usual process interest from the present case and for payment takes place.

Second alternative:

Airofit A / S is obliged to acknowledge that Airofit A / S is obliged to pay Breatheology Limited, alternatively Stig Severinsen for the work and promotion of Airofit A / S performed by Breatheology Limited and Stig Severinsen in the period from 23 November 2019 to on 31 May 2020, with the addition of the usual process interest from the present case and for payment takes place.

Principle 2

Airofit A / S is obliged to acknowledge that Airofit A / S is obliged to pay Breatheology Limited, alternatively Stig Severinsen, for the work and promotion of Airofit A / S carried out by Breatheology Limited and Stig Severinsen in the period from 1 June 2020 until 15 February 2021, with the addition of the usual process interest from the present case and for payment takes place.

Principle 3

Airofit A/S is ordered to pay Breatheology Limited, alternatively Stig Severinsen, DKK 200,000 with the addition of the usual process interest from the present case and until payment is made.

Reservations are made to change and increase the discontinued claims as well as make further claims, including an extension of any. sight and estimate.

  1. CASE PRESENTATION

The present case stems from Airofit’s breach of a cooperation agreement entered into between Airofit and Breatheology/Stig Severinsen, according to which Breatheology/Stig Severinsen is entitled to 2.5% of the shares in Airofit as a result of Breatheology’s/Stig Severinsen’s promotion of Airofit with the sale of Airofit’s product as a result, however, it is emphasized that the dispute is not limited to Breatheology/ Stig Severinsen’s claims for shares, but also includes claims in connection of subsequent work performed as well as improper use of intangible assets.

Involved parties

The company Breatheology Limited offers courses and products on breathing training, and was founded by Stig Severinsen on October 7, 2013 in Hong Kong, cf. the foundation certificate for Breatheology Limited presented as appendix 1. Stig Severinsen is director and ultimate owner of Breatheology.

Stig Severinsen is a Danish freediver and the leading expert in the world of breathing training.

Stig Severinsen holds several important world records according to Guinness World Records as well as the freediving world organization AIDA (International Association for the Development of Apnea), and he has been world champion four times in his previous career, cf. transcript from Wikipedia about Stig Severinsen presented as appendix 2, transcript from BREATHEOLOGY presented as appendix 3, transcript from AIDA Ranking presented as appendix 4, transcripts from Guinness World Records presented as appendix 5 and transcript from Sportalsub presented as appendix 6.

Through Breatheology, Stig Severinsen offers teaching, courses, workshops, events and instructional videos within breathing training, just as he also trains breathing instructors, cf. transcript from BREATHEOLOGY presented as appendix 7.

Stig Severinsen is also the author of books within breathing training, and Stig Severinsen often participates in various TV broadcasts and other media with a view to promoting breathing training exercises, cf. transcript from BREATHEOLOGY presented as Appendix 8.

Airofit is a Danish company founded on 18 April 2016, and Airofit aims to develop and sell training equipment, cf. a transcript from the CVR register presented as Appendix 9.

It appears from the transcript from the CVR register for Airofit that the company’s director, Christian Tullberg Poulsen, also holds an ownership interest of 51.06% and 52.26% of the voting rights.

It then appears from Appendix 2 that Martin Albert Bernhard Christian Hansen took over the position as Chairman of the Board of Airofit after Claus Peter Jakobsen on 31 August 2020.

In addition, it appears from Appendix 2 that Jens Ørnbo was elected to the Board of Directors on 7 March 2018.

At present, Airofit has only developed and produced one product (hereinafter referred to as “the Airofit unit”) for training the respiratory muscles.

The product is available in a version that can be connected to an app, after which you can measure the breathing muscles and the air that is inhaled on a mobile device, cf. the description of Airofit PRO presented as appendix 10.

In addition, the product is available in a simpler version without the possibility of connection to an app / mobile device, cf. the description of Airofit BASIC presented as Appendix 11.

 

Summary of the cooperation between the parties

The parties’ cooperation was originally initiated by Airofit contacting Breatheology with a view to investigating the possibility of a possible future cooperation, for the first time as stated in the e-mail of 24 September 2019 submitted by Appendix 12 from Jens Ørnbo, board member of Airofit , to Jacob Helleberg Mathiesen, COO of Breatheology.

Breatheology/Stig Severinsen found the proposal interesting, and on 14 October 2019, Christian Tullberg Poulsen, director of Airofit, was invited to Hotel Vejlefjord with a view to meeting the team behind Breatheology, cf. the e-mail presented as appendix 13 on 14 October 2019 from Jacob Helleberg  Mathiesen to Christian Tullberg Poulsen, director of Airofit. The parties met in continuation of this at Hotel Vejlefjord.

The parties then met a number of additional times with a view to exploring the possibilities for a strong future collaboration, including Stig Severinsen participated on 24 October 2019 in a meeting with Christian Tullberg Poulsen, director of Airofit, and Jens Ørnbo, board member of Airofit, at Airofit in Copenhagen.

In the period up to 6 November 2019, the parties managed to hold five meetings.

The parties ended up entering into a collaboration, after which Breatheology/Stig Severinsen was to promote Airofit with a view to selling Airofit’s product. Breatheology/Stig Severinsen was promised a concrete and written agreement on this.

On 23 November 2019, the promotion of Airofit and the sale of the Airofit unit began via Breatheology, which had organized a marketing campaign specifically aimed at promoting Airofit and the Airofit unit.

As can be seen from the e-mail presented by Appendix 14 from Jacob Helleberg Mathiesen, COO in Breatheology, to Stig Severinsen of 2 January 2020, significant resources, including organizational ones, were invested in Breatheology to promote the Airofit unit, as Breatheology i.a. incorporated the Airofit unit into Breatheology’s courses and subsequently into Breatheology’s e-book, just as Breatheology promoted the Airofit unit to its 50,000 followers/customers, including with a dedicated campaign code

In the month in which the campaign for the Airofit unit was active, 378 Airofit units were sold for a total amount of approx. USD 18,900.

Appendix 15 presents an e-mail from Jacob Helleberg Mathiesen, COO in Breatheology, to Stig Severinsen of 4 January 2020, stating that Airofit’s chairman of the board, Claus Peter Jakobsen, who normally lives in South Africa, would be available at Airofit’s office in Copenhagen. Stig Severinsen ended up calling Claus Peter Jakobsen, and the parties had a longer and constructive discussion..

In the period from 18 to 26 January 2020, Breatheology participated in the largest trade fair in water sports and boat exhibitions, the Düsseldorf International Boat Show (BOOT Düsseldorf), to promote and position Airofit, as well as ensure further cause of the Airofit unit , cf. print from BOOT Düsseldorf’s website presented as appendix 16.

In this connection, Breatheology ensured that a number of Breatheology instructors were present to demonstrate and secure sales of the Airofit unit. E-mail correspondence in the form of e-mail correspondence between Jacob Helleberg Mathiesen, COO in Breatheology, and Christian Tullberg Poulsen, director of Airofit, from 6.-7. January 2020 is presented as Appendix 17.

On 22 January 2020, Airofit’s Chairman of the Board, Claus Peter Jakobsen, sent the e-mail presented as Appendix 18 to Stig Severinsen in relation to when Airofit could submit a more concrete agreement regarding the collaboration. The following appears i.a. of the email:

“Hope everything is good for you and that the fair in Dusseldorf is going according to plan.

I just have to apologize for the radio silence on our part, but in a very short time we will work as fast as we can to come up with an offer / proposal for what our future collaboration could look like.

We are currently in the process of setting up a warrant program, but it is unfortunately taking some time and will have to go through a general meeting for approval, so until this is done we can not really come up with anything your way.

We hope it will go quickly, but will not just promise a time as we do not have our lawyer in town at the moment.

We are incredibly happy with the collaboration and there are lots of synergies for both parties – I hope it is understandable that it just takes some time before we can get on the field with something concrete.”

The parties then exchanged a number of e-mails in relation to the content of the agreement, and as stated in the e-mail of 4 March 2020 from Airofit’s director, Christian Tullberg Poulsen, to Jacob Helleberg Mathiesen, COO in Breatheology, selected Airofit to adjust the initial draft agreement so that the wording of the requirements for Breatheology was softened, while the requirements for Airofit were clarified.

On the same day, Airofit’s director, Christian Tullberg Poulsen, stated that he and Jens Ørnbo, board member of Airofit, supported offering Breatheology/Stig Severinsen 2.5% of the shares in Airofit via a warrant program, cf. e-mail from Airofits Director, Christian Tullberg Poulsen to Jacob Helleberg Mathiesen, COO in Breatheology, of 4 March 2020 presented as appendix 20, of which the following about the terms of the agreement i.a. appears:

”Jens and I have agreed that we will go all in and support around your proposal of 2.5% of the shares in Airofit, which at least corresponds to a value of DKK 1.125 million. We can very clearly see the value that Stig and Breatheology create, and have given each other a hand shake that Jens will stand up in front of both the Board of Directors and the shareholders, and speak urgently for this to happen.”

Airofit thus confirmed already at this initial stage, Breatheology / Stig Severinsen created clear value for Airofit, which was also due to the significant sales.

It also appears from the overview of sales of the Airofit unit presented via Breatheology/Stig Severinsen presented as Appendix 21, that sales in the following period increased as the product was promoted through Breatheology, including Stig Severinsen’s network and name in water sports and the high performance world.

As an appendix 22, an e-mail from Jacob Helleberg Mathiesen, COO in Breatheology, to Airofit of 7 March 2020, in which the extensive work that Breatheology/Stig Severinsen had put into the promotion and positioning of Airofit, including by using , demonstrate, explain and implement the Airofit unit during TV recordings for the Discovery/dplay/Channel 5 program ”Klædt af mod toppen med familien Wozniacki”, which was published on 14 August 2020 and sold to a number of countries, cf. presented as Appendix 23.

As Appendix 24, e-mails from Airofit in the form of Director Christian Poulsen and Chairman of the Board Claus Peter Jakobsen, respectively, to Jacob Helleberg Mathiesen, COO in Breatheology, of 7 and 8 March 2020, in which Airofit expressed extraordinary satisfaction with the collaboration with Breatheology /Stig Severinsen and the exclusive and unique promotion that Breatheology/Stig Severinsen has delivered.

Appendix 25 presents an e-mail from Jens Ørnbo, board member of Airofit, to Jacob Mathiesen, COO of Breatheology, dated 7 March 2020, in which Jens Ørnbo also expressed extraordinary satisfaction with the collaboration with Breatheology / Stig Severinsen and the exclusive and unique promotion, which Breatheology/Stig Severinsen has delivered.

In March 2020, Breatheology/Stig Severinsen set out to further promote the Airofit unit and proposed Airofit a joint contribution to charity. However, it ended up that only Breatheology/Stig Severinsen donated a larger amount (DKK 109,062.50) to Airofit A/S (as collected via invoice from Airofit) for the completion of additional Airofit units and payment of the by Airofit A/S ordered marketing assistance from Rasmus Kristensen, cf. invoice of 29 April 2020 issued by Airofit to BREATHEOLOGY for a total of DKK 109,062.50 submitted as appendix 26.

It is noted in this connection that Breatheology/Stig Severinsen alone had undertaken to donate DKK 62,250.00, and only Christian Tullberg Poulsen was of the opinion that Breatheology/Stig Severinsen should have undertaken to donate more, cf. e-mail correspondence between Christian Tullberg Poulsen, director of Airofit, and Claus Peter Jakobsen, chairman of the board of Airofit, in the period 21-29. April 2020 presented as Appendix 27.

Notwithstanding the above, Breatheology/Stig Severinsen chose to increase his donation and donate significantly more than originally agreed.

On 18 March 2020, Breatheology/Stig Severinsen chose to donate his book, “Breatheology: The Art of Conscious Breathing”, to the whole world in 10 languages to help all interested parties in the best possible way. As can be seen from the book’s preface presented as Appendix 28, the Airofit unit was also implemented in this (on page 18) by Breatheology/Stig Severinsen.

By e-mail of 20 March 2020 from Airofit’s director, Christian Tullberg Poulsen, to Stig Severinsen presented as appendix 29, Airofit ordered three specific demo videos that Breatheology/Stig Severinsen was to create:

“Dear Stig and Jacob

Here are as agreed 3 training sessions with Airofit Basic. Super cool that you move so fast and efficiently. It would be fantastic to have them in both Danish and English with Stig.”

Breatheology / Stig Severinsen immediately created the ordered online videos, and they were ready on 24 March 2020, cf. also e-mail from Airofit’s director, Christian Tullberg Poulsen, to Stig Severinsen of 25 March 2020, presented as appendix 30, of which the following i.a. appears:

“Good evening

It looks really well Stig. I look forward to seeing the material through.”

The parties subsequently agreed that a press release should be issued with the Stig Severinsen from Breatheology as the front figure.

Appendix 31 presents a press release in Danish and English, respectively, of 30 March 2020

As is clear from the press release, Stig Severinsen was referred to by Airofit as the “super-human” that Airofit otherwise needed.

On 2 April 2020, Stig Severinsen participated directly in Go Morgen Danmark from Spain, where he was, and performed breathing exercises with the Airofit unit to further promote this and Airofit.

By e-mail of 22 April 2020 from Airofit’s director, Christian Tullberg Poulsen to Stig Severinsen presented as appendix 32, Airofit stated that it was “an honor to work in such a strong and dedicated team on this.

It is thus clear from the material presented that Breatheology/Stig Severinsen, after the conclusion of the oral collaboration agreement, immediately and in a professional manner, invested significant resources in the promotion of Airofit and the Airofit unit, which Breatheology/Stig Severinsen carried out to Airofit’s extraordinary satisfaction and with significant and concrete results as a result.

 

The formalization of cooperation at the conclusion of the Letter of Intent

As a result of the extensive promotion and sales work in relation to Airofit and the Airofit unit, which Breatheology/Stig Severinsen had already carried out with great success, Airofit had a significant interest in being able to continue the collaboration and retain Stig Severinsen as Airofit’s top ambassador, not least as a result of the “superman” that Stig Severinsen was, especially for Airofit.

Against this background, Airofit offered the Letter of Intent presented as Appendix 33, which the parties entered into on 11 April 2020.

It appears from Letter of Intent that at the time of the conclusion of Letter of Intent there was already a collaboration between the parties, and that Airofit had undertaken to ensure that Stig Severinsen/Breatheology was allotted 2.5% of the share capital in Airofit, if the collaboration led to a promotion of Airofit and increased sales of Airofit units:

”Airofit A/S and Breatheology (Stig Severinsen) has already started a cooperation for the common benefit.

Stig Severinsen and Breatheology will actively promote Airofit to become an international brand in the breathing society. Stig Severinsen will do that in the following ways:

The overall KPI from this initiative is the number of extra Airofit units sold. Stig Severinsen and Breatheology will do their outmost effort to do what is possible in their “zone of control” to:

Get Airofit well covered in the movie taken at Zanzibar, both brand building and in terms of making the Airofit concept understandable.

Get the international well-known participants to become Airofit ambassadors.

Get the movie to be promoted in a global context, and rebroadcasted

On top of that Stig Severinsen and Breatheology will intensify the current cooperation in improving sales, implement Airofit in their instructor educations, courses, workshops, webinars, books, work with affiliates and other activities and actively help improve train-ing sessions in order to make Airofit and Breatheology more integrated from a user per-spective.

Stig Severinsen will also become a member of the advisory board in Airofit.

When achieving these goals Stig Severinsen will receive 2.5% of the shares in Airofit A/S, corresponding to 1.125 DKK in present value. The shares were traded at a Post-money Valuation of more than 45 Million DKK in December 2019. Claus, Jens and Chris-tian will actively work for promoting this. If the General Assembly will not accept our request for donating shares, Breatheology/Stig Severinsen will be compensated accord-ingly in cash payments.

If the common effort does not result in significant sales results, both parties have no claim to each other.”

Letter of Intent was prepared by Airofit’s director, Christian Tullberg Poulsen, chairman of Airofit, Claus Peter Jakobsen and board member Jens Ørnbo, who is also mentioned in Letter of Intent, and who confirmed would actively work for the adoption of the warrant program at the general meeting, in association with Airofit’s lawyer.

The promotion of Airofit and the increased sale of Airofit units were assumed to take place only in the period up to May 2020, when the general meeting of Airofit as usual was to take place, in which connection Breatheology/Stig Severinsen was to be allocated 2.5% of the share capital in Airofit.

As stated in the Letter of Intent, the crucial “KPI”, ie “Key Performance Indicator”, was the sale of Airofit units.

The significant additional work that Breatheology/Stig Severinsen also performed in the period after Breatheology/Stig Severinsen should have been allotted 2.5% of the share capital in Airofit in May 2020, Breatheology/Stig Severinsen must thus be remunerated separately.

The Letter of Intent further states that if the general meeting did not approve the promised allotment of 2.5% of the shares to Breatheology/Stig Severinsen (via the adoption of the previously mentioned warrant program), Breatheology/Stig Severinsen would instead be compensated “accordingly’– correspondingly – that is, with a cash payment on the basis of Airofit A/S’ market value to compensate for the non-acquisition of the share capital of 2.5% in Airofit A/S.

That Breatheology/Stig Severinsen’s promotion of Airofit and the increased sale of Airofit units was assumed to take place in the period up to May 2020, when Breatheology/Stig Severinsen was to be allotted the share capital in Airofit, is also clear from the following SMS correspondence between Stig Severinsen and Claus Peter Jakobsen, Chairman of the Board of Airofit, presented as Appendix 34:

SMS of 8 April 2020 from Stig Severinsen:

And do you know the date for Board Meeting in May – so everything can become completely concrete and get on contract! Thanks.”

SMS of 8 April 2020 from Claus Peter Jakobsen:

“I do not have a date for the Board Meeting yet, but I will probably announce it as soon as I know the date. I have pushed for it to come faster than last May, so expect early May. “

SMS of 11 April 2020 from Stig Severinsen:

“..Looks forward to a more official document after the Board Meeting in May …”

SMS of 14 April 2020 from Stig Severinsen:

“Any update on delivery … 20th May is not what you guys signaled a week ago … please explain … It is difficult for us to plan, make strategy or plan ads – thanx.”

SMS of 15 April 2020 from Claus Peter Jakobsen:

“I’ll probably return this week, or Christian will get back to you …”

SMS of 15 April 2020 from Stig Severinsen:

“Thank you very much … yes, it is extremely important … for several different reasons right now. In this phase, where we work more closely together (both Bretheology and I personally), it is extremely important that we are always updated on stock / deliveries / delays, etc. ”

SMS of 15 April 2020 from Claus Peter Jakobsen:

“… I am fully aware of the situation and we are on our way. It is very difficult for you to plan as we are selling far, far more than we had expected. 

SMS of 22 April 2020 from Stig Severinsen:

“… I can see there are big delays on your fine product, and notice several places in the comments on your own FB commercials that people simply cancel their order and also do not understand the long delays that they have not been informed about. Definitely not something that benefits either your company or sales. Nor something that has a positive effect on Breatheology. It’s a bit difficult to navigate this seriously, especially when it (by all accounts) seems to me and Bretheology that we are to strengthen the collaboration, even possibly with me in some role in your Advisory Board. Never heard back from Jens or Christian either … And one last thing – what exact date is your Board meeting in May?”

SMS of 26 April 2020 from Claus Peter Jakobsen:

 “Hi Stig – yes there are some delays, but have had various meetings regarding this and it sounds like there is reasonable control over it. I am currently awaiting our Q1 report and Annual will be completed. It should be ready on Tuesday and I can then convene a General Assembly. Unfortunately, there is not much more I can do than push for it to be ready.”

SMS of 26 May 2020 from Stig Severinsen:

 “Looking forward to hearing your final date for General Assembly when it is available.”

SMS of 26 May 2020 from Stig Severinsen:

 “Do you have an update (status) on Airofit and a final date for the General Assembly? Have tried to get a reply several times but still no answer … ”

SMS of 26 May 2020 from Claus Peter Jakobsen:

 “Well, we are, as it were, about to be there – however, the Annual General Meeting is a bit delayed due to some internal issues with us. However, it will be held in June. “

SMS of 3 June 2020 from Stig Severinsen:

 “What date is the General Meeting?”

SMS of 4 June 2020 from Stig Severinsen:

 “What date is the General Meeting?”

SMS of 5 June 2020 from Stig Severinsen:

 “And when do you plan to hold the General Assembly – have you already set or planned a date?”

SMS of 9 June 2020 from Stig Severinsen:

 “And when do you plan to hold the General Assembly – have you already set or planned a date?”

SMS of 12 June 2020 from Stig Severinsen:

 “Do you get my text messages and what is the update on the final the General Assembly date – Christian said it was in June? That is NOW ”

SMS of 12 June 2020 from Claus Peter Jakobsen:

 “Hi – sorry I missed you – I am sitting in a meeting …”

SMS of 23 June 2020 from Stig Severinsen:

 “Do you have a more detailed update on the General Assembly? Now we are soon in July … ”

SMS of 22 July 2020 from Stig Severinsen:

 “Do you have an update and final date for the General Meeting?”

SMS of 24 July 2020 from Claus Peter Jakobsen:

 “The date for Annual General Assembly has not been set – BUT – I have announced that whether I can be there or not, it will be held the last week of August … I will soon get back to you regarding the final date but everything is as agreed and the formalities are with the Horten Law Firm.”

SMS of 10 August 2020 from Stig Severinsen:

 “And do you finally have the date for Annual General Meeting?”

SMS of 21 August 2020 from Claus Peter Jakobsen:

 “Hi Stig – not quite sure which message, but the Annual General Assembly will be held on August 31st, so soon everything will be under control”

SMS of 21 August 2020 from Claus Peter Jakobsen:

“I am sure that the General Aseembly will be a formality”

SMS of 24 August 2020 from Claus Peter Jakobsen:

“I will get back to you and write back when we are on the other side of the General Assembly”

SMS of 24 August 2020 from Stig Severinsen:

“Can you (or the Board / Christian) please send me a draft for the contract? You have a Letter of Intent (LOI – from email 11 April) so let’s get a little ahead and send a contract – my business advisers and lawyers would like to see the draft. It can easily come before the Annual General Assembly, so it is ready and already waiting in the drawer”

SMS of 2 October 2020 from Stig Severinsen:

“… As I said, you have to look for a very long time to find a larger amateur organization / communication. It’s not like I live and say “woohooooo –  how cool and exciting that I / Breathology will soon become co-owners (and on the Advisory Board) – if ever? !! Quite the contrary … of course my motivation and resolve to sell or otherwise “support” is less than a pee ant. I simply do not understand the complete silence … it seems so unprofessional that I have no words for it at all … well … but it was just that … right out of the bag! Of course I have also not received a discharge for a co-owner contract (based on the signed LOI) … ”

That Breatheology/Stig Severinsen’s promotion of Airofit and the increased sale of Airofit units was assumed to take place in the period up to May 2020, when Breatheology/Stig Severinsen was to be allotted the share capital in Airofit, is also clear from the following SMS correspondence between Stig Severinsen and Jens Ørnbo, board member of Airofit, which is presented as appendix 35:

SMS of 2 April 2020 from Jens Ørnbo:

“Dear Stig, best of luck with the Live “Good Morning Danmark” Television broadcast – I know you are going to shine and I look forward to our great collaboration which will lead to many good things.”

SMS of 2 April 2020 from Stig Severinsen:

“… of course sitting here and preparing with the script and thinking about how I can best represent Airofit …”

SMS of 2 April 2020 from Jens Ørnbo:

“… I have spoken to all the shareholders and they all fully support the Agreement with you.”

SMS of 2 April 2020 from Stig Severinsen:

“What is the date of your next General Meeting –  and when are you going to send me something more official”

SMS of 2 April 2020 from Jens Ørnbo:

“The General Meeting will be in May. I have reached out to Claus Peter who is in contact with our lawyer. In the very short run, I try to gather the board asap as I would like to recommend a major capital increase so we can speed up the MEdico process. … But I will certainly help to ensure a really good agreement for all parties – Bretheology and Airofit. ”

SMS of 4 April 2020 from Jens Ørnbo:

“Our agreement (Letter of Intent and various emails) have been forwarded to a lawyer for further work. Yesterday we quickly had an informal board meeting where I updated everyone on our agreement and there were no objections. As mentioned, I have taken the round with all shareholders (which I have originally brought to Airofit) and there is full support for various initiatives including you.”

SMS of 4 April 2020 from Stig Severinsen:

“When do you expect to send me something concrete. And when was the date for your General Meeting?”

SMS of 14 April 2020 from Stig Severinsen:

“Any update on delivery … 20th May is not what you guys signaled a week ago … please explain … It is difficult for us to plan, make strategy or plan ads – thanx.”

SMS of 14 April 2020 from Stig Severinsen:

“… General Assembly – you mentioned early May – so very soon, but I never got a specific date?”

SMS of 24 April 2020 from Jens Ørnbo:

“I’m sorry you did not hear from Claus or Christian. I asked them to respond to you regarding your queries as it makes the most sense for the chairman and / or CEO to answer the specific questions. But I can tell you that I have also experienced a very low level of communication in recent weeks. I attribute this to the Corona situation and the last few weeks. … As for the agreement with you, there is nothing to worry about. As mentioned, all stakeholders agree and the collaboration makes really good sense. You have also done your job extraordinarily well. ”

SMS of 24 April 2020 from Stig Severinsen:

“… – and what is the exact date of your General Meeting?”

SMS of 24 April 2020 from Jens Ørnbo:

“The General Meeting should likely be in May. But the rules due to Corona mean that there is not necessarily a requirement for running it in May. ”

SMS of 25 April 2020 from Jens Ørnbo:

“It is certainly desirable on my part as well as on the part of all shareholders that the General Assembly be held in May. .. This will be a really good business in the long run for all shareholders – including you. ”

SMS of 25 April 2020 from Jens Ørnbo:

“You should hear from Claus soon.”

SMS of 25 April 2020 from Stig Severinsen:

“Thank you … sounds good … yes, waiting for Claus …just thought long ago that you already had a fixed date for the General Meeting in May!”

SMS of 5 October 2020 from Jens Ørnbo:

“I just want to talk to you about the agreement between Airofit and you related to the next steps. I have presented at the General Meeting which went well. Now we just have to define the agreement in terms of the future collaboration so we can get it finally approved by the board and then on the Annual General Assembly”

SMS of 6 October 2020 from Jens Ørnbo:

“As mentioned, we had a good Board Meeting yesterday and I used a lot of “gunpowder” on you and the agreement. There is a full consensus on having a proper agreement written down so you know what you have to deal with … There is a lawyer on the case who must make a presentation on the various agreements that already have been entered into – this also applies to the board’s remuneration in the same breath. I emphasized that you are entitled to timely care and updated on the part of Airofit – not just in regards the final Agreement, but also on payments etc. moving forward. And that you have been very patient at the moment. ”

SMS of 16 October 2020 from Stig Severinsen:

“He [Christian] also said that the document was with the lawyer and would be sent to me soon … I also pointed out that he had always mentioned that the agreement should be signed / formalized in the spring, and therefore it would be unreasonable to look at the forward / summer KPI (where I just sat down with my arms crossed and waited). He could understand that and agreed. I also asked who had written the document (LOI). He and Jacob had made it. And he now wanted to make a “sharper” draft with the lawyer … but it did not sound like the Board should / was involved in the formulation.”

SMS of 16 October 2020 from Jens Ørnbo:

“A proper document MUST be prepared so that you can rest assured in your co-ownership and the future … I gave Christian bullet points from our dialogue and also expressed your laid-back approach since you had not heard anything back yet.”

SMS of 22 November 2020 from Jens Ørnbo:

“In case you should not have heard it, we had the Annual General Assembly last Friday where the warrant program was unanimously approved. So welcome to the club –  It will not be a co-ownership you will regret.”

SMS of 3 December 2020 from Jens Ørnbo:

“Please Remember Airofit in this connection. Feel free to also “tag” Airofit on Facebook. Feel free to let me know as you are being followed from the office and they are a little surprised. Just wanted to inform you.”

It is thus clear from the SMS messages from Claus Peter Jakobsen, Chairman of the Board of Airofit, and Jens Ørnbo, Member of the Board of Airofit, respectively, that the background for the general meeting and adoption of the warrant program had not taken place in May 2020. as provided between the partners, solely due to Airofit’s circumstances.

Breatheology/Stig Severinsen was continuously reassured that the general meeting would be held soon, so that the formalities in the form of the adoption of the warrant program could be approved with a view to securing Breatheology/Stig Severinsen 2.5% of the share capital in Airofit, and that there was support from the entire circle of owners. The reason for this was that there was no doubt that Breatheology/Stig Severinsen had already delivered its part of the agreement by promoting Airofit and ensuring additional sales of the Airofit unit until May 2020.

At the same time, it appears from the SMS correspondences that Breatheology/Stig Severinsen, who for long periods was not updated by Airofit about status, but simply felt, in an unprofessional way, to be kept going, and who was otherwise not obliged to perform further work after May 2020, at the end of 2020 reduced the personal promotion due to the fact that he had not received the agreed consideration in the form of the share capital in Airofit. Sales of the Airofit unit during the period, however, continued to increase significantly, cf. Appendix 21.

As further appears from the correspondence, Breatheology/Stig Severinsen was finally welcomed to the club in November 2020, following the adoption of the warrant program at an extraordinary general meeting held on 20 November 2020, cf. more about this below, and that was a co-ownership that Breatheology/Stig Severinsen “would not regret.”

Airofit is encouraged (1) to present all minutes of the board meeting for the board meeting held in Airofit in the years 2019-2021.

 

Summary of Breatheology’s/Stig Severinsen’s work up to the end of May 2020

As already partly explained, Breatheology/Stig Severinsen worked actively in the period up to 31 May 2020 to promote, position and sell Airofit’s product.

Breatheology’s/Stig Severinsen’s work during the period far exceeded the set objectives and preconditions set out in the Letter of Intent, and can be summarized as follows:

  • Implementation of the Airofit unit in Breatheology/Stig Severinsen’s e-book: “Breatheology – the art of conscious breathing”;
  • The Airofit unit was implemented in the online program “Breath training in the Corona crisis” with a projection of over 250,000 users until May 2020;
  • The Airofit unit was implemented in Breatheology’s/Stig Severinsen’s video training for instructors at Global Instructor Call;
  • Breatheology/Stig Severinsen promoted the Airofit unit in connection with a feature on Breatheology/Stig Severinsen and breathing exercises in Go ’Morgen Danmark on 2 April 2020;
  • Positive mention, clear demonstration and explanation of benefits of using the Airofit unit in the course “Breathing Training in the Corona Crisis” in both Danish and English. The program contains Airofit BONUS intro video and 5 demonstration videos with Stig Severinsen: In May 2020, access to this program was given to new users up to 10,000 times a day and had already on 30 May 2020 been downloaded together with the e-book over a quarter of a million times (254,830 times exactly);
  • Positive mention and demonstration of the Airofit unit in television broadcasts such as the Discovery program ”Klædt af mod toppen med familien Wozniacki”, which was recorded on 4-6. March 2020, published on 14 August 2020 and subsequently sold to a number of countries;
  • Distribution of the Airofit unit at the “handover ceremony” to Caroline Wozniacki, brother Patrick Wozniacki and basketball player David Lee on March 6, 2020;
  • Breatheology/Stig Severinsen marketed the Airofit unit in the USA, where each ad reached more than 1 million people.
  • Positive mention and demonstration of the Airofit unit in several webinars and Facebook live broadcasts, as well as broadcasts on Zoom and Instagram, including:
    • Global instructor call on 29 March 2020, in which connection Stig Severinsen/Breatheology invited all of Breatheology’s approximately 100 instructors in order to teach them about training, use and sales of the Airofit unit;
    • Facebook live broadcast on May 2, 2020;
    • Dialogue with Niels J. Storm and Christian Tullberg Poulsen on 15 May 2020 regarding lectures and discussions about the collaboration with Airofit A/S;
    • Test and setup of Microsoft Teams with Lau Laursen (President of Charlottenlund Rotary Club) on May 18, 2020;
    • Online lecture for the entire Charlottenlund Rotary Club on 19 May 2020 – this work was also unpaid, as Charlottenlund Rotary Club reportedly did not have sufficient financial resources to honor the work;
    • Special training webinars in March / April / May 2020 with instructors from the USA and Germany
  • Breatheologys / Stig Severinsen’s donation of DKK 109,062.50 to Airofit A/S (as collected via invoice from Airofit) for completion of additional Airofit units and payment of the marketing assistance ordered by Airofit A/S from Rasmus Kristensen.

In addition, Breatheology/Stig Severinsen has also used significant financial resources to promote the collaboration and the Airofit unit, including by investing in SEO, upgrading the website / server speed, ranking, online advertising, affiliate system, entering into an agreement with Waimea Digital in Copenhagen in April 2020 on promotion on google and YouTube and others, as well as the employment of new consultants in April 2020 in the USA with the sole purpose of promoting the Airofit unit, cf. for example printouts from google campaigns (USD 14,592 + USD 13,986 + UDS 2,465), presented as appendix 36, and Facebook campaigns (USD 69,774 + USD 43,115 + USD 45,492), presented as appendix 37, from which it appears that Breatheology / Stig Severinsen has invested over USD 203,407 (corresponding to approx. DKK 1.3 million) for the marketing of the Airofit unit up to today

Finally, as you know, Breatheology/Stig Severinsen has also invested its own brand and significant time resources, including internal staff, in the promotion of Airofit A/S and the Airofit unit.

Airofit has also continuously praised Breatheology/Stig Severinsen for the results achieved.

Breatheology/Stig Severinsen has thus delivered a greater effort and a greater piece of work than originally assumed and agreed.

As further appears from Appendix 21, Airofit, through the collaboration with Breatheology / Stig Severinsen, had a turnover of up to 31 May 2020 for a minimum of USD 95,249, corresponding to DKK 637,577 (Danmarks Nationalbank’s exchange rate for USD as of 29 May 2020: 669.38).

Airofit repeatedly stated to Breatheology/Stig Severinsen that the collaboration was a success and that the demand for Airofit units far exceeded what Airofit A/S could produce.

As an appendix 38, an e-mail of 27 April 2020 from the chairman of the board of Airofit, Claus Peter Jakobsen, to Breatheology is presented, in which the following i.a. appears:

“As you know, we are reasonably affected by a success in our sales promotion which means that we sell a fair amount more than we can manage to get in. It presents some challenges in terms of delivering within a reasonable time […]

Airofit’s lack of professionalism, coordination, structuring, preparation and timely care have thus directly and indisputably constituted a hindrance to the significant additional sales of the Airofit unit, for which Breatheology / Stig Severinsen would otherwise have been responsible.

Airofit is invited (2) to present all prepared budgets and forecasts for the coming years to Airofit.

 

Breatheology/Stig Severinsen’s extra work/promotion of Airofit after 31 May 2020

As already reported, no general meeting was held to adopt the warrant program in May 2020.

However, Breatheology/Stig Severinsen continued to promote Airofit and the Airofit unit in the period after 31 May 2020.

Through the collaboration with Breatheology / Stig Severinsen, Airofit achieved additional sales of at least USD 42,627 + 25,519 = USD 68,146 for the period from 1 June 2020 until 11 April 2021, corresponding to DKK 425,735 (Danmarks Nationalbank’s exchange rate for USD as of 12 April 2021: 624.74).

Thus, via Breatheology’s/Stig Severinsen’s extensive work and efforts, Airofit has had a total turnover of at least more than one million Danish kroner so far (DKK 637,577 + DKK 425,735 = DKK 1,063,312).

It thus appears from the above that the collaboration has not only led to a promotion of Airofit’s product and increased sales of Airofit units in the period up to May 2020, as additional sales have continued and will continue at the time of writing.

Airofit encouraged (3) to present auditor-certified documentation for Airofit’s total revenue and profit via Breatheology / Stig Severinsen in the following periods:

– The period from 23 November 2019 to 31 May 2020

– The period from 1 June 2020 to 15 February 2021.

– The period from 16 February 2021 until today

 

Adoption of the Breatheology Warrant Program

On November 20, 2020, the general meeting unanimously approved the warrant program under the Letter of Intent entered into. The minutes of the extraordinary general meeting held on 20 November 2020 are presented as appendix 39, which states that a decision was to be made on e.g. following:

“Authorization to the Board of Directors to issue warrants that give the right to subscribe for a total of 22,143 A shares and 113,286 new B shares (a total of 135,429 new shares) of DKK 1. Warrants are issued to Breatheology v / Stig Severinsen, the company’s board members, the company’s employees and COO and to Mike Maric.”

An amendment to the articles of association was thus made, which authorized Airofit’s board of directors to issue A-warrants to Breatheology/Stig Severinsen.

Appendix 40 presents the Articles of Association of Airofit following the amendment of the Articles of Association at the Extraordinary General Meeting on 20 November 2020, which state the following:

“Pkt. 3.8. By the shareholders’ decision of 20 November 2020, the company’s Board of Directors was authorized to issue up to a total of 22,143 A-warrants in the period up to 1 October 2025, to Breathology, which each gives the right to subscribe for an eb A share with a nominal value of DKK 1.00 in the company and in total to subscribe for a total nominal amount of DKK 22,143 A shares, as well as to make the corresponding cash increase in one or more rounds. of the company’s share capital by up to a nominal amount of 22,143, and to make the corresponding cash increase of the company’s share capital by up to a nominal amount of DKK 22,143 (as possibly adjusted due to changes in the company’s capital structure as determined in the terms of issued warrants). […]”

Breatheology/Stig Severinsen was informed of this by board member, Jens Ørnbo, by the SMS correspondence presented as appendix 35, concrete SMS of 22 November 2020:

“In case you should not have heard it, we had the Annual General Assembly last Friday where the warrant program was unanimously approved. So welcome to the club –  It will not be a co-ownership you will regret.”

Thus, all preconditions and objectives for the implementation of the warrant program and the allotment of up to 2.5% of the share capital to Breatheology/Stig Severinsen were met.

 

Airofit’s termination of the collaboration and Breatheology’s/Stig Severinsen’s demands

On 15 February 2021, Airofit’s lawyer and board member Kim Håkonsson submitted the letter of cancellation submitted to Appendix 41 to Breatheology/Stig Severinsen, stating that Airofit has been forced to discontinue the collaboration with Breatheology/Stig Severinsen as a result of Stig Severinsen on his private profile on a social media expressed criticism regarding the authorities’ handling of the current Covid-19 crisis, should be assessed as being incompatible with Airofit’s values..

At the same time, the revocation letter acknowledged that Breatheology/Stig Severinsen was entitled to remuneration for the extensive work that Breatheology / Stig Severinsen had performed, as the revocation letter confirmed “that an agreement has been entered into for remuneration for your assistance”, and that this is “based on the implementation of a number of tasks and the achievement of results,” just as it was confirmed that Stig Severinsen/Breatheology must receive specific “remuneration for already performed promotion of Airofit and Airofit’s products.

Breatheology/Stig Severinsen has, as stated, delivered a greater effort and a larger piece of work than originally assumed and agreed, which Airofit’s recognition that there must be “remuneration for already performed promotion of Airofit and Airofit’s products” also expresses.

In continuation of the above, it is noted that Stig Severinsen, in accordance with his fundamental rights, has expressed criticism of the handling of the Corona crisis via his personal Facebook profile, for the first time by Facebook post on 7 September 2020, where Stig Severinsen referred to “Circus Corona”.

Stig Severinsen expressed further criticism on his personal Facebook profile on 2 November 2020 and 11 November 2020.

It is noted that Airofit was aware of the above postings, already immediately when they were shared, since Airofit has regularly confirmed that it has followed Stig Severinsen’s Facebook profile.

This is thus stated in the SMS correspondence presented as appendix 35, a more concrete message of 3 December 2020 from board member Jens Ørnbo to Stig Severinsen, where Stig Severinsen was asked to tag Airofit on his Facebook posts:

“Hi Stig, hope all is well with your record attempt. Please remember Airofit in this connection. Also please “tag” Airofit on Facebook. Feel free to let me know as you are being followed from the office and they are a little surprised. Just wanted to inform you […]”

Although Airofit was already aware of Stig Severinsen’s criticism of his personal Facebook profile on 2 November 2020 and 11 November 2020, the criticism did not give rise to any reaction from Airofit.

On the contrary, Airofit expressed full support for Breatheology/Stig Severinsen by unanimously approving the warrant program on 20 November 2020 and by welcoming Breatheology/Stig Severinsen to the shareholder club.

Appendix 42 is a letter of demand dated 4 March 2021 sent by the undersigned to Airofit’s lawyer, Kim Håkonsson, in which connection a demand was made for Airofit’s fulfillment of its obligations to Breatheology/Stig Severinsen in accordance with the letter of intent entered into, including by to issue 22,143 A-warrants to Breatheology.

It was also claimed that Stig Severinsen is entitled to hold a position on Airofit A/S’ advisory board.

At the same time, it was highlighted that Airofit’s termination of cooperation has been unjustified.

At the same time, Airofit was asked to submit its set of values, as the Breatheology/Stig Severinsen has not received this before.

Airofit has not returned within the set deadlines, just as Airofit has not submitted any set of values.

Airofit is encouraged (4) to present Airofit’s set of values, if true

If Airofit holds a set of values, Airofit (5) is requested to provide documentation of the time of its adoption.

Airofit is requested (6) to submit documentation for the handover of Airofit’s value set to Bre-atheology/Stig Severinsen, should Airofit claim that Airofit’s any set of values should have been handed over to Breatheology/Stig Severinsen.

 

Airofit’s abuse of Breatheology’s/Stig Severinsen’s intellectual property and image rights

Breatheology/Stig Severinsen has never given Airofit any general consent to exercise Breatheology’s/ Stig Severinsen’s intellectual property rights and image rights.

Thus, for example, it does not appear from the Letter of Intent presented as Appendix 33 that Airofit should be entitled to exercise Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights.

In the period 23 November 2019 to 31 May 2020, Breatheology/Stig Severinsen has in a number of cases given Airofit a concrete and limited permit for such utilization, namely primarily where Breatheology/Stig Severinsen himself participated in the utilization, including for example in manufacturing and participation in marketing.

The same applies to a certain extent with respect to the period from 1 June 2020 until 15 February 2021, when Airofit terminated the collaboration, however to a much lesser extent.

But no general consent is ever given as far as the periods mentioned are concerned.

In addition, in any case, no form of permission has been granted for the exercise of any intellectual property rights and image rights belonging to Breatheology/Stig Severinsen since 15 February 2021, nor specifically.

Nevertheless, Breatheology/Stig Severinsen has found that Airofit (i) in the period from the 23 November 2019 to 31 May 2020, (ii) in the period from 1 June 2020 to 15 February 2021 and (iii) in the period from 16 February 2021 until now has used and continues to use Breatheology’s/Stig Severinsen’s intellectual property rights and intellectual property rights without consent.

As an example of Airofit’s own use of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights in the period from 1 June 2020 to 15 February 2021 (ii), an extract from Airofit’s Facebook profile, presented as appendix 43, dated 23 December 2020, with which Airofit mentions “[o]ne of our ambassadors, Stig Severinsen” and at the same time shows a picture of Stig Severinsen.

Breatheology/Stig Severinsen had not specifically given permission for this.

As an example of Airofit’s exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights in the period from 16 February 2021 until now (iii), a screenshot from Airofit’s website of 14 April 2021 documenting the use of the trademark is presented as Appendix 44. BREATHEOLOGY (words) and Stig Severinsen’s name and picture.

Furthermore, a screenshot from Facebook of 25 March 2021 showing Airofit’s answer to a question to an Airofit advertisement, with which Airofit refers to “experts like Stig Severinsen”, is presented as appendix 45.

It is emphasized in this connection that the advertisement has been viewed more than 378,000 times at the time of writing, cf. transcript of 25 March 2021 presented as appendix 46.

It can thus be stated that Airofit has abused and continues to abuse Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights – even after Airofit’s unjustified revocation and even after Airofit has claimed not to be associated with Breatheology or Stig Severinsen by value reasons.

This is particularly problematic, as Breatheology Stig Severinsen has found that Airofit’s marketing is in conflict with the law on a number of points and has thus been forced to lodge a complaint about Airofit with the Consumer Ombudsman, cf. Appendix 47, in order to safeguard its name and image as well as its intellectual property rights while the infringements are ongoing.

Not only is this an unfair exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights; Airofit also causes irreparable damage to the distinctive character and reputation of Breatheology/Stig Severinsen’s intellectual property rights and image rights, which is an aggravating circumstance.

Airofit is invited (7) to provide documentation for the following:

Any form of exploitation of Breatheology/Stig Severinsen’s intellectual property rights and image rights, which Breatheology/Stig Severinsen has not specifically given consent to, in the period from 23 November 2019 to 31 May 2020, including via its own website and social media .

Any form of exploitation of Breatheology/Stig Severinsen’s intellectual property rights as well as image rights, for which Breatheology/Stig Severinsen has not specifically given consent, in the period from 1 June 2020 to 15 February 2021, including via its own website and social media

Any form of exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights in the period from 16 February 2021 until now, including via its own website and social media.

In relation to the above, the documentation must include (i) documentation for the specific utilization, including eg/ the specific use of eg. Stig Severinsen’s name and image as well as the trademark BREATHEOLOGY (words), and (ii) documentation for the scope and intensity of utilization including, for example – in terms of exploitation via Facebook and other social media – number of views, comments, shares, etc.

In addition, Airofit is encouraged (8) to submit auditor-certified documentation for Airofit’s total revenue and profit for the following periods:

– The period from 23 November 2019 to 31 May 2020.

– The period from 1 June 2020 to 15 February 2021.

– The period from 16 February 2021 until today

When the calls have been met, Breatheology/Stig Severinsen will further calculate his claim in connection with the unlawful exploitation and increase claim 3 accordingly, cf. further on this below.

 

  1. PLEA

In support of the discontinued principal Claim 1, it is alleged that in November 2019 a collaboration was entered into between the parties, according to which Breatheology/Stig Severinsen was to promote Airofit with a view to selling Airofit’s product, and that Breatheology Stig Severinsen was promised a concrete and written agreement thereon.

The written agreement was entered into on 11 April 2020 in the form of a Letter of Intent designed by Airofit, cf. Appendix 33, in which connection Airofit A/S undertook to ensure that Breatheology/Stig Severinsen achieves 2.5% of the share capital in Airofit A/S, if the collaboration would lead to a promotion of Airofit A/S’ product and increased sales of Airofit units in the period up to May 2020, when the general meeting of Airofit A/S was assumed to take place.

It is then claimed that Breatheology/Stig Severinsen in the period 23 November 2019 until 31 May 2020 without waiting and in a professional manner invested significant resources in the promotion of Airofit and the Airofit unit, and that it by Breatheology’s/Stig Severinsen’s work performed was performed to Airofit’s great satisfaction and with significant and concrete results as a result.

It is further alleged that Airofit’s adoption of the warrant program on 20 November 2020 in Breatheology’s Stig Severinsen’s favor constitutes proof that the work performed by Breatheology / Stig Severinsen was carried out to Airofit’s extraordinary satisfaction and with significant sales and concrete results.

In addition, Breatheology/Stig Severinsen continued with the promotion and positioning of Airofit, including with a view to ensuring the sale of the Airofit unit, even after 31 May 2020, to Airofit’s great satisfaction.

It is noted in this connection that Airofit itself until today continues to benefit from the work carried out by Breatheology/Stig Severinsen, and that Airofit even actively and unjustifiably continues to use Breatheology’s/Stig Severinsen’s trademark for the purpose of promoting and selling the Airofit unit.

Thus, there can be no doubt that Breatheology/Stig Severinsen’s significant value for Airofit, and that Breatheology/Stig Severinsen has contributed with significant sales of the Airofit unit during the relevant period.

As stated in the Letter of Intent, the crucial “KPI”, ie “Key Performance Indicator”, was precisely the sale of Airofit units, and the KPI in question is indisputably fulfilled.

It is therefore claimed that Breatheology/Stig Severinsen has fulfilled its part of the agreement, cf. Appendix 33, and that Airofit A/S is therefore obliged to issue A-warrants, each of which must give the right to subscribe for one A share. at a nominal value of DKK 1.00 in Airofit A / S at a price of 100 to Breatheology Limited, alternatively to Stig Severinsen, cf. clause 3.8 in the articles of association of Airofit A/S of 20 November 2020, so that Breatheology Limited, alternatively Stig Severinsen, by the exercise of the A-warrants in question obtains A-shares corresponding to 2.5% of the total share capital in Airofit A/S.

It is disputed, for the sake of good order, that Airofit had reason to terminate the cooperation on 15 February 2021, cf. Appendix 41.

First, Stig Severinsen’s private posts on social media can in no way relate to Airofit, as long as Stig Severinsen’s private Facebook profile is not connected to Airofit.

In addition, Stig Severinsen’s private speech did not specifically concern Airofit, and that Stig Severinsen, like any other citizen, is entitled to exercise the fundamental rights guaranteed to him by law.

Therefore, it is also irrelevant whether the submissions are in accordance with Airofit A/S’ set of values, as it is claimed does not exist, and which Stig Severinsen has never received.

The termination of the collaboration with Breatheology/Stig Severinsen is thus unreasonable and unjustified, not least due to the fact that the termination is not based on the Letter of Intent either.

In any event, it can be stated that even in the event that Stig Severinsen’s submissions could have provided grounds for termination of the cooperation, Airofit would not have been able to support it as recently as 15 February 2021, as the objection would have been lost due to passivity.

The reason for this is that Airofit has been aware of the posts since October/November 2020, when they were posted, and that Airofit during the same period has stated that Airofit kept an eye on Stig Severinsen’s Facebook profile from Airofit’s office.

If Stig Severinsen’s private posts on social media had indeed been entitled to withdraw, Airofit would of course have terminated the cooperation immediately in November 2020, and in any case long before 15 February 2021.

In addition, the shareholders of Airofit, knowing of Stig Severinsen’s private contributions, on 20 November 2020 unanimously chose to adopt the warrant program in Breatheology’s/Stig Severinsen’s favor.

Stig Severinsen’s private post on social media in November 2020 can under no circumstances change the fact that Breatheology/Stig Severinsen at the time of the posts had already fulfilled his part of Letter of Intent, and that Breatheology/Stig Severinsen is therefore fully entitled to 2,5% of the share capital in Airofit, which is also supported by the fact that the warrant program in favor of Breatheology/Stig Severinsen was approved on 20 November 2020.

Thus, it can be concluded that even if Airofit should have been entitled to terminate the cooperation on 15 February 2021, such termination can in no way release Airofit from its obligation under the Letter of Intent to ensure that Breatheology/Stig Severinsen immediately acquires Class A shares corresponding to 2.5% of the total share capital in Airofit A/S.

In the event that the Court finds, notwithstanding the adopted warrant program addressed to Breatheology/Stig Severinsen, that Airofit cannot be obliged to issue A-warrants to Breatheology/Stig Severinsen as alleged, this is done in support of the discontinued subsidiary Claim 1 states that Airofit must in that case be ordered to pay Breatheology/Stig Severinsen an amount corresponding to the value of 2.5% of the total share capital in Airofit A S, however a minimum of DKK 2,125,041, as the parties have agreed that if Breatheology/Stig Severinsen could not obtain 2.5 of the share capital in Airofit, Breatheology / Stig Severinsen would instead be compensated “accordingly” – correspondingly – ie. with a cash payment based on Airofit A/S’ market value to replace it. non-achievement of the share capital of 2.5% in Airofit A/S.

The value of the investments will be determined through inspection and assessment, after which the discontinued subsidiary Claim 1 will be changed to a final payment claim.

It is noted in this connection that Airofit in March and April 2020 itself has stated that 2.5% of the shares in Airofit as a minimum correspond to a value of DKK 1,125,000. As stated in the CVR transcript for Airofit, cf. Appendix 9, it was also decided on 20 November 2020 to implement a capital increase, whereby DKK 18,076.00 was paid in cash at a price of 11,064.39. The capital then amounted to DKK 768,315.00, with the consequence that Airofit itself has believed that 2.5% of the shares in Airofit in November 2020 at least corresponded to a value of DKK 2,125,041 (= (18,075 x 11,064: 100): (18,076: 768,315 x 100 x 2.5).

In support of the second alternative Claim 1, it is claimed that Breatheology/Stig Severinsen in the period 23 November 2019 to 31 May 2020 has carried out extensive work for Airofit by promoting and positioning Airofit, including with a view to ensuring sale of the Airofit unit, which work and promotion Breatheology/Stig Severinsen performed to Airofit’s great satisfaction.

Airofit A/S must therefore be ordered to pay Breatheology, alternatively Stig Severinsen, for the work and promotion performed by Bre-atheology and Stig Severinsen for Airofit in the period 23 November 2019 to 31 May 2020, with the addition of the usual process interest from this case facilities and for payment takes place.

The value of the work and promotion of Airofit carried out by Breatheology/Stig Severinsen during the period 23 November 2019 to 31 May 2020 will be calculated through inspections and estimates, after which the most subsidiary Claim 1 will be changed to a specific payment claim.

 

* * *

In support of the closed Claim 2, it is claimed that Breatheology/Stig Severinsen has carried out extensive work for Airofit by continuing to promote and position Airofit, including with a view to ensuring the sale of the Airofit unit, even after 31 May 2020. , which the work and promotion Breatheology/Stig Severinsen performed to Airofit’s great satisfaction.

The extensive work and promotion of Airofit carried out by Breatheology Stig Severinsen even after 31 May 2020, despite the fact that Breatheology/Stig Severinsen had not received its shares, and for a period when Breatheology/Stig Severinsen was indisputably no longer obliged to perform further work for Airofit is clearly seen in the sales figures from Airofit, cf. Appendix 21.

Airofit A/S must therefore be ordered to pay Breatheology, alternatively Stig Severinsen, for the work and promotion carried out by Bre-atheology and Stig Severinsen in the period 1 June 2020 to 15 February 2021, with the addition of the usual process interest from the present case. and until payment is made.

The value of the work carried out by Breatheology/Stig Severinsen and promotion of Airofit after it 31 May 2020 will be calculated through inspections and estimates, after which Claim 2 will be changed to a specific payment claim.

 

* * *

In support of the closed Claim 3, the following is stated:

Breatheology’s/Stig Severinsen’s intellectual property and image rights enjoy protection under the Marketing Act, the Trademark Act and general legal principles, whereby Breatheology/Stig Severinsen i.a. may prohibit others from exercising Breatheology’s/Stig Severinsen’s intellectual property and image rights.

As far as the word mark BREATHEOLOGY is concerned, this follows from section 4 of the Trademark Act, while as far as Stig Severinsen’s name and pictures are concerned, it follows from section 3 of the Marketing Act and general legal principles, cf. eg U 1965.126 H (Buster Larsen).

It thus requires express consent to exercise the mentioned rights, cf. the specialty principle in the Copyright Act, section 53, subsection. 3, which also applies in other intellectual property and marketing law disciplines.

Airofit has exercised Breatheology/Stig Severinsen’s intellectual property rights and image rights without consent.

In the period from 23 November 2019 to 15 February 2021, this applies to all cases where no specific consent was given for the utilization.

With regard to the period from and including 16 February 2021, this applies to any form of exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights and image rights.

In addition to Breatheology/Stig Severinsen being able to ban the use, cf. the Marketing Act, section 24, subsection 1, Breatheologys/Stig Severinsen is entitled to remuneration and compensation, cf. Trademark Act § 43, para. 1, as well as the Marketing Act, section 24, subsection 2 and 3.

Once the requests have been met, Breatheology/Stig Severinsen will further calculate his claim for compensation and compensation in connection with the improper use and increase claim 3 accordingly.

 

  1. CASE TREATMENT

The case has been brought before the Copenhagen City Court, which is the defendant’s domicile, cf. the Administration of Justice Act, section 235, subsection.

Pursuant to the Administration of Justice Act, section 348, subsection 2, no. 6, cf. section 12, subsection 3 and §§ 20, 226, 227 and 353, the plaintiff proposes that this case be heard in the district court by 1 judge without the assistance of experts. If the court deems that a preparatory meeting is necessary, the applicant proposes that at this preparatory meeting the following be discussed: the parties’ position on the facts and legal circumstances of the case, the organization and timeframe for any further preparation, the time of the preparation end and time of the main hearing.

 

  1. PROCEDURAL NOTICES

Procedural notices to the plaintiff can be sent to lawyer Sebastian Lysholm Nielsen, Lundgrens Advokatpartnerselskab, Tuborg Boulevard 12, 4th floor, 2900 Hellerup with reference to j.nr. 70863.

 

  1. VAT REGISTRATION

With regard to the costs of the case, it should be noted that the plaintiff is not registered for VAT.

 

  1. DOCUMENTS

The following documents are relied on by the applicant:

 

Appendix 1: Breatheology Limited Foundation Document

Appendix 2: Printout from Wikipedia

Appendix 3: Transcript from Breatheology about Stig Severinsen

Appendix 4: Printout from AIDA rankings

Appendix 5: Transcript from Guinness World Records

Appendix 6: Printout from Sportalsub.net

Appendix 7: Printout from Breatheology’s website

Appendix 8: Transcript from Breatheology’s website

Appendix 9: Airofit A / S CVR printout

Appendix 10: Screenshot from Airofit.com of 13 April 2021 regarding Airofit PRO

Appendix 11: Screenshot from Airofit.com of 13 April 2021 regarding Airofit BASIC

Appendix 12: E-mail of 24 September 2019 from Jacob Helleberg Mathiesen to Stig Severinsen

Appendix 13: E-mail of 14 October 2019 from Jacob Helleberg Mathiesen to Christian Tullberg Poulsen

Appendix 14: E-mail of 2 January 2020 from Jacob Helleberg Mathiesen to Stig Severinsen

Appendix 15: E-mail of 4 January 2020 from Jacob Helleberg Mathiesen to Stig Severinsen.

Appendix 16: Screenshot from BOOT Düsseldorf’s website about Breatheology Limited.

Appendix 17: E-mail correspondence of 6-7 January 2020 between Jacob Helleberg Mathiesen and Christian Tullberg Poulsen.

Appendix 18: E-mail of 22 January 2020 from Claus Peter Jakobsen to Stig Severinsen.

Appendix 19: E-mail of 4 March 2020 from Christian Tullberg Poulsen to Jacob Helleberg Mathiesen regarding adjustment of LOI.

Appendix 20: E-mail of 4 March 2020 from Christian Tullberg Poulsen to Jacob Helleberg Mathiesen regarding the terms and conditions

Appendix 21: Overview of sales of Airofit units completed via Breatheology Stig Severinsen

Appendix 22: E-mail of 7 March 2020 from Jacob Helleberg Mathiesen to Airofit A/S.

Appendix 23: Advertising for the Channel 5 program, “Klædt af mod toppen med familien Wozniacki”

Appendix 24: E-mails of 7 – 9 March 2020 from Christian Tullberg Poulsen and Claus Peter Jakobsen to Jacob Helleberg Mathiesen, respectively.

Appendix 25: E-mail of 7 March 2020 from Jens Ørnbo to Jacob Helleberg Mathiesen

Appendix 26: Donation / Invoice of 29 April 2020 issued by Airofit A/S to Breatheology

Appendix 27: E-mail correspondence of 21 – 29 April 2020 between Christian Tullberg Poulsen and Claus Peter Jakobsen, including attachments.

Appendix 28: e-Book: “Breatheology: The Art of Conscious Breathing”, pages 1-18 and 295-300.

Appendix 29: E-mail of 20 March from Christian Tullberg Poulsen to Stig Severinsen.

Appendix 30: E-mail of 25 March from Christian Tullberg Poulsen to Stig Severinsen.

Appendix 31: Press release of 28 March 2020 from Airofit A / S and Breatheology in Danish and English.

Appendix 32: E-mail of 22 April 2020 from Christian Tullberg Poulsen to Stig Severinsen

Appendix 33: Letter of Intent entered into between Airofit A / S and Breatheology / Stig Severinsen on 11 April 2020.

Appendix 34: SMS correspondence between Stig Severinsen and Claus Peter Jakobsen.

Appendix 35: SMS correspondence between Stig Severinsen and Jens Ørnbo.

Appendix 36: Google Ads

Appendix 37: Facebook Ads

Appendix 38: E-mail of 27 April 2020 from Claus Peter Jakobsen to Breatheology

Appendix 39: Minutes of the Extraordinary General Meeting held on 20 November 2020

Appendix 40: Articles of Association for Airofit A/S

Appendix 41: Cancellation letter of 15 February 2021 from Airofit A/S’ lawyer Kim Håkonsson to Breatheology/Stig Severinsen

Appendix 42: Letter of demand dated 4 March 2021 from Breatheology’s lawyer Sebastian Lysholm Nielsen to Airofit A/S’ lawyer Kim Håkonsson.

Appendix 43: Example of Facebook advertising for Airofit of 23 December 2020

Appendix 44: Transcript from Breatheology’s website of 14 April 2021

Appendix 45: Printout of the comment box on Facebook advertising for Airofit of March 25, 2021

Appendix 46: Facebook advertising for Airofit

Appendix 47: Letter to the Consumer Ombudsman of 15 April 2021

 

  1. EVIDENCE

Parties explanation by Stig Severinsen.

Implementation of inspections and estimates.

Reservations are made to change the claims made, including converting claims for recognition into claims for payment, and the pleas submitted in support of this, as well as the right to supplement the presentation of evidence.

Lundgrens Law Firm P/S

Sebastian Lysholm Nielsen

Lawyer

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Letter of Demand

Original Document (Danish)

LUNDGRENS

 

Mortang Lawyers

Att.: Kim Håkonsson

Folehavevej 1

2970 Hørsholm

Sent per email to: Lawyer’s email address

 

Case no.: 70863

Lawyer’s email address

Lawyer’s phone number

March 4th 2021

 

LETTER OF DEMAND IN RELATION TO THE FULFILLMENT OF THE LETTER OF INTENT CONCLUDED BY AND BETWEEN AIROFIT A/S AND STIG SEVERINSEN/BREATHEOLOGY

As a lawyer for Stig Severinsen/Breatheology, I hereby demand that Airofit A/S fulfills of its obligations to my client as well answer your letter sent on 15 February 2021 to my client.

Initially, I note that in your letters you refer to the fact that “there has been a relationship for a period” between Stig Severinsen/Breatheology and Airofit A/S.

I also note that in your letter you have confirmed “that an agreement has been reached on the compensation of your assistance“, and that this is “based on the implementation of a number of tasks and the achievement of results.”

For the sake of good order, I must therefore confirm again that the only agreement that regulates the contractual relationship between the parties is the Letter of Intent from 11 April 2020 which you, as a lawyer and board member of Airofit A/S, are already familiar with.

Finally, I note that in your letter that you acknowledge to Stig Severinsen/Breatheology that there must be a concrete “compensation for already performed promotion of Airofit and Airofit’s products” and that there now must be a “final settlement“.

I must therefore hereby clarify how the settlement is to take place.

 

Stig Severinsen/Breatheology is entitled to 2.5% of the share capital in Airofit A/S

It appears from the Letter of Intent of 11 April 2020 entered into between Stig Severinsen/Breatheology and Airofit A/S that at the time of the conclusion of Letter of Intent there was already a collaboration between the parties, and that Airofit A/S has committed to ensure that Stig Severinsen/Breatheology obtains 2.5% of the share capital in Airofit A/S, if the collaboration would lead to a promotion of Airofit A/S’s product and increased sales of Airofit units in the period up to May 2020, where the general meeting of Airofit A/S was scheduled to take place.

As is well known, Airofit A/S had a total of USD 95,249 in sales, corresponding to DKK 637,577 (Danmarks Nationalbank’s exchange rate for USD as of 29 May 2020: 669.38), via the collaboration with Stig Severinsen/Breatheology up to 31 May 2020.

In addition, additional sales in the period thereafter of USD 32,823 + USD 22,784 = USD 55,607 for the period up to 31 January 2021, corresponding to DKK 340,759 (Danmarks Nationalbank’s exchange rate for USD as of 29 January 2021: 612.80).

Additional sales in February 2021 amounted to USD 8,223, corresponding to DKK 50,447 (Danmarks Nationalbank’s exchange rate for USD as of 29 January 2021: 613.49).

Thus, via Stig Severinsen’s/Breatheology’s extensive work and efforts, Airofit A/S has had a total turnover of more than one million Danish kroner so far (DKK 637,577 + DKK 340,759 + DKK 50,447 = 1,028,783).

It thus appears from the information above that the collaboration has not only led to a promotion of Airofit A/S’s product and increased sales of Airofit units in the period up to May 2020, but to additional sales after this period and continued sales at the time of this letter.

In addition, Airofit A/S has repeatedly confirmed that Stig Severinsen/Breatheology is a “top performer”, and Airofit A/S has not at any time expressed dissatisfaction with the sales, which can only be attributed to the collaboration with Stig Severinsen/Breatheology.

Thus, as a result of the increased sales of Airofit units, Airofit A/S is already obliged to ensure that Stig Severinsen/Breatheology obtains 2.5% of the share capital in Airofit A/S.

Stig Severinsen / Breatheology undertook further – to the best of his ability – to promote the Airofit unit, including participation in the TV documentary “Undressed towards the top with the Wozniacki family”, which has been filmed in Zanzibar, and through his instructor training, courses, workshops, webinars and books.

  • Implementation of the Airofit brand name in Stig Severinsen’s/Breatheology’s e-book “Breatheology: The Art of Conscious Breathing”;
  • Positive mention, clear demonstration and explanation of benefits of using the Airofit unit in the course “ Åndedrætstræning i Coronakrisen/Breathing Training in the Corona Crisis” in both Danish and English. The program contains Airofit BONUS intro video as well as 5 demonstration videos with Stig Severinsen: In May 2020, access to this program was given to new users up to 10,000 times a day and had already been downloaded together with the e-book over a quarter of a million times (254,830 times exactly) on 30 May 2020;
  • Distribution of the Airofit unit at the “handover ceremony” to world-class tennis player Caroline Wozniacki, brother Patrick Wozniacki and basketball star David Lee;
  • Positive mention and demonstration of the Airofit unit in several webinars and Facebook live broadcasts, as well as broadcasts on Zoom and Instagram, including:
    • Global instructor call on 29 March 2020, in which connection Stig Severinsen/Breatheology invited all of Breatheology’s approximately 100 instructors in order to teach them about training, use and sales of the Airofit unit;
    • Facebook live broadcast on May 2, 2020;
    • Dialogue with Niels J. Storm and Christian Tullberg Poulsen on 15 May 2020 regarding lectures and discussions about the collaboration with Airofit A/S;
    • Test and setup of Microsoft Teams with Lau Laursen (President of Charlottenlund Rotary Club) on May 18, 2020;
    • Online lecture for the entire Charlottenlund Rotary Club on 19 May 2020 – this work was also unpaid, as Charlottenlund Rotary Club reportedly did not have sufficient financial resources to honor the work;
    • Special training webinars in March / April / May 2020 with instructors from the USA and Germany

In addition, Stig Severinsen/Breatheology has also used significant financial resources to promote the collaboration and the Airofit unit, including by investing in SEO, upgrading the website/server speed, ranking, online advertising, affiliate system, entering into an agreement with Waimea Digital in Copenhagen in April 2020 on promotion on Google and YouTube and others, as well as the hiring of new consultants in April 2020 in the USA with the sole purpose of promoting the Airofit unit.

In addition, Stig Severinsen’s/Breatheology’s personal donation of DKK 109,062.50 to Airofit A/S (as collected via invoice from Airofit A/S) for the completion of additional Airofit units and payment of the marketing assistance ordered by Airofit A/S from Rasmus Kristensen.

Finally, as you know, Stig Severinsen/Breatheology has also invested in its own brand and significant time resources in the promotion of Airofit A/S and the Airofit unit.

Airofit A/S has also continuously praised Stig Severinsen/Breatheology for the results achieved. There is extensive correspondence and documentation for the above.

Overall, it can thus be concluded that Stig Severinsen/Breatheology has delivered a greater effort and a larger piece of work than originally assumed and agreed, which Airofit A/S recognizes and has also expressed that there should be “compensation for the already performed promotion of Airofit and Airofit’s products”.

As a result of the collaboration between the parties leading to the promotion of Airofit A/S’ products, and increased sales of Airofit units, Airofit A/S is obliged to ensure that Stig Severinsen/Breatheology obtains 2.5% of the share capital in Airofit A/S.

It appears from the Letter of Intent that the transfer of 2.5% of the share capital in Airofit A/S was conditional on the general meeting’s adoption of a warrant program, which was to enable Stig Severinsen /Breatheology to obtain the agreed share capital of 2.5%, as Stig Severinsen/Breatheology. In the event that the warrant program may not be approved at the general meeting in May 2020 as provided, of Airofit A/S should compensate instead with a cash payment based on Airofit A/S’ market value to compensate for the missing acquisition of the share capital of 2.5% in Airofit A/S.

It also appears from the Letter of Intent that Claus Peter Jakobsen, Jens Ørnbo and Christian Tullberg Poulsen would actively work for the adoption of the warrant program at the general meeting.

This Letter of Intent was conceived by Airofit A/S, in more detail by management members (Board of Directors and Executive Board) from Airofit A/S in association with Airofit A/S’ lawyer.

As you know, the warrant program in my client’s favor was adopted unanimously by a shareholder decision in Airofit A/S of 20 November 2020, as the Board of Directors of Airofit A/S i.a. was authorized to issue up to a total of 22,143 A-warrants to Breatheology, each of which gives the right to subscribe for one A-share with a nominal value of DKK 1.00 in the company and in total to subscribe for up to a total nominal DKK 22,143 A-shares.

For the sake of good order, I must point out that Stig Severinsen / Breatheology was given the prospect that the general meeting at which the warrant program was to be adopted would be held in May 2020, and that it can of course not be blamed on Stig Severinsen / Breatheology that the general meeting of Airofit A/S was not held until November 2020. Work performed by Stig Severinsen / Breatheology after May 2020, including sales, must thus be remunerated separately.

As the company law conditions are now also met, Airofit A/S is obliged to issue A-warrants to Breatheology immediately, so that Breatheology obtains 2.5% of the share capital in Airofit A/S when exercising the subscription right.

I hereby request that Airofit A/S issues the aforementioned A-warrants to Breatheology immediately and no later than 10 days from this date.

 

Stig Severinsen is entitled to hold a position on Airofit A/S’ advisory board

It appears from the Letter of Intent that Stig Severinsen should also obtain a position on Airofit A/S ‘ advisory board.

There is no doubt that Stig Severinsen, on the basis of the extensive resources that Stig Severinsen has invested in the promotion of Airofit A/S’ products, is entitled to hold a position on Airofit A/S’ advisory board, especially when one also takes into account the significant results that Stig Severinsen has secured for Airofit A/S, and that Stig Severinsen must otherwise be a co-owner with 2.5% of the share capital.

In addition, Stig Severinsen has been – and will continue to be – the best ambassador ever for Airofit A/S.

Therefore, please send me the agreement basis for Airofit A/S’ advisory board no later than 10 days from this date, including information on how the members will be remunerated for their work.

 

Airofit A/S’ termination of the cooperation is unjustified

It appears from your letter of 15 February 2021 that Airofit A/S has been forced to discontinue the collaboration with Stig Severinsen/Breatheology as a result of some of Stig Severinsen’s statements on his private profile on a social media regarding Mette Frederiksen’s handling of the current Covid-19 crisis and assessing them as being incompatible with Airofit A/S’ values.

You are therefore asked to initially send me a copy of the set of values adopted by Airofit A/S, as Stig Severinsen/Breatheology has not received this before.

However, Stig Severinsen’s private posts on social media can in no way relate to Airofit A/S, as long as Stig Severinsen’s private Facebook profile is not connected to Airofit A/S.

In addition, Stig Severinsen’s private statement did not concern Airofit A/S either, and that Stig Severinsen, like any other citizen, is entitled to exercise the fundamental rights guaranteed to him by law.

Therefore, it is also irrelevant whether the submissions are in accordance with Airofit A/S’ set of values.

The termination of the collaboration with Stig Severinsen/Breatheology is thus unreasonable and unjustified, not least due to the fact that the termination is not based on the Letter of Intent either.

In any event, it can be stated that even in the event that Stig Severinsen’s submissions could have provided grounds for termination of the cooperation, Airofit A/S would not have been able to support it on 15 February 2021, as the objection would have been lost, due to passivity.

The background for this is that Airofit A/S has been aware of the submissions since October/November 2020, when they were posted, and that Airofit A/S in the same period has stated that Airofit A/S kept an eye on Stig Severinsen’s Facebook profile from Airofit A/S’ office.

If Stig Severinsen’s private posts on social media had indeed been reason to withdraw, Airofit A/S would of course have terminated the cooperation immediately in November 2020, and in any case long before 15 February 2021.

Stig Severinsen’s private post on social media in November 2020 can under no circumstances change the fact that Stig Severinsen/Breatheology at the time of the posts had already fulfilled his part of Letter of Intent, and that Stig Severinsen/Breatheology is therefore fully entitled to 2,5% of the share capital in Airofit A/S, which is also supported by the fact that the warrant program in favor of my client was approved on 20 November 2020.

Stig Severinsen/Breatheology reserves all rights in relation to the unjustified revocation.

 

Holding a meeting

You have proposed that a meeting to be held with the purpose to “obtaining a final clarification of the specific remuneration for the already performed promotion of Airofit and Airofit’s products.

Stig Severinsen/Breatheology is open to dialogue, but proposes that the meeting be held when Breatheology has exercised the subscription right and obtained 2.5% of the share capital in Airofit A/S. I must therefore recommend that the Board of Directors issues A-warrants to Breatheology immediately and no later than 10 days from this date, so that Breatheology, when exercising the subscription right, obtains 2.5% of the share capital in Airofit A/S.

Reservations are made for the submission of additional requirements, including for the additional work that Stig Severinsen/Breatheology has performed for Airofit A/S, especially in the period after May 2020.

 

All future correspondence in this case must be sent to the undersigned.

All my client’s rights are reserved in every respect.

 

Yours sincerely,

Lundgrens Law Firm P/S

 

Sebastian Lysholm Nielsen
Lawyer

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Letter of Intent

Original Document (English)

Letter of Intent between Stig Severinsen and Airofit A/S

This letter of intent will in broad terms describe the intentions of the cooperation between:
AIROFIT A/S, VAT no. 37618772, with registered office in Titangade 11, DK-2200
Copenhagen N, Denmark represented by Mr. Christian Tullberg Poulsen in his capacity as
CEO and BREATHEOLOGY, STIG SEVERINSEN

Airofit A/S and Breatheology (Stig Severinsen) has already started a cooperation for the
common benefit.

Stig Severinsen and Breatheology will actively promote Airofit to become an international
brand in the breathing society. Stig Severinsen will do that in the following ways:

The overall KPI from this initiative is the number of extra Airofit units sold. Stig Severinsen
and Breatheology will do their outmost effort to do what is possible in their “zone of control”
to:

  • Get Airofit well covered in the movie taken at Zanzibar, both brand building and in
    terms of making the Airofit concept understandable.
  • Get the international well-known participants to become Airofit ambassadors.
  • Get the movie to be promoted in a global context, and rebroadcasted.

On top of that Stig Severinsen and Breatheology will intensify the current cooperation in
improving sales, implement Airofit in their instructor educations, courses, workshops,
webinars, books, work with affiliates and other activities and actively help improve training
sessions in order to make Airofit and Breatheology more integrated from a user perspective.

Stig Severinsen will also become a member of the advisory board in Airofit.
When achieving these goals Stig Severinsen will receive 2.5% of the shares in Airofit A/S,
corresponding to 1.125 DKK in present value. The shares were traded at a Postmoney
Valuation of more than 45 Million DKK in December 2019. Claus, Jens and Christian will
actively work for promoting this. If the General Assembly will not accept our request for
donating shares, Breatheology/Stig Severinsen will be compensated accordingly in cash
payments.

If the common effort does not result in significant sales results both parties have no claim to each other.

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NAVY SEAL CLAIM ON AIROFIT.Com Main page

Appendix 0:

Airofit.com false claim Navy Seal


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Letter to Consumer Ombudsman

Original Document (Danish)

The Consumer Ombudsman

Carl Jacobsens Vej 35

2500 Valby

Sent per. e-mail to: consumer ombudsman@forbrugerombudsmanden.dk

Case no.: 70863

Lawyer’s email address

Lawyer’s phone number

15 april 2021

COMPLAINT ABOUT MISLEADING AND POTENTIALLY MISLEADING MARKETING

I hereby address the Consumer Ombudsman on behalf of my client, Stig Severinsen, as my client has found that the Danish company, Airofit A / S, in a number of respects markets itself in violation of the Marketing Act, or that at least is a risk that Airofit A / S markets itself in this way.

As the Consumer Ombudsman is probably aware, my client is a world-famous Danish freediver, who holds a number of world records in his field. In addition, my client is a trained biologist and has a PhD. in medicine and thus has great professional insight into the area he deals with on a daily basis, including eg breathing, breathing, optimization of health and performance, etc.

Airofit A / S is, as the company name suggests, a Danish company that has developed a respiratory training system which is marketed under the trademark AIROFIT. Please refer to Airofit A / S ‘website: http://www.airofit.com/. My client has previously collaborated with Airofit A / S, but the collaboration has ended.

When I now contact the Consumer Ombudsman, as mentioned in the introduction, it is due to the fact that my client has found that Airofit A / S’s marketing is in a number of respects contrary to the Marketing Act or that there is at least a risk that Airofit A / S markets itself as such, of which I give four examples below:

  1. EXAMPLE 1

The following appears on Airofit A / S ‘website, cf. Appendix 1:

However, it has not been possible to confirm that Mike Maric is in fact “Former World Champion in Freediving”.

There is thus a risk that this is misleading marketing in violation of section 5 (1) of the Marketing Act. 1, as there are very immediate indications that this is incorrect information.

  1. EXAMPLE 2

The following appears from a Facebook advertisement for Airofit A / S, cf. Appendix 2:

With the wording “Recent studies have shown that respiratory muscle training is a most relevant method, to resist the severe consequences of a COVID 19 infection, and that training is relevant both before, during, and after an infection” it is suggested that Airofit A/S’ product can prevent and treat any symptoms of an infection with COVID 19.

Unless Airofit A/S may, contrary to expectations, be able to document the correctness of this statement, cf. section 13 of the Marketing Act, this will be misleading marketing in violation of section 5 (1) of the Marketing Act. 1.

Reference is hereby made to the Consumer Ombudsman’s case no. 20/03802, whereby the Consumer Ombudsman found that “a trader’s marketing on Instagram with health statements such as’ hot yoga strengthens your immune system by over 60%, that is a fact ‘and’ Corona virus can not stand temperatures above 25 degrees with high humidity ‘, was in breach of section 5 of the Marketing Act, in conjunction with section 8 ”, and whereby the Consumer Ombudsman also assessed,“ that another trader had also violated section 5 of the Marketing Act, in conjunction with section 8, by stating in a Facebook post , that their product ‘revitalizes the lung and respiratory system. A natural choice to help you in these times with Corona virus’.”

The undersigned has not at present considered in detail whether the rules on the marketing of medical devices also apply and may have been violated in connection with the above, but reserves the right to make additional comments in this regard.

  1. EXAMPLE 3

The following appears from a Facebook advertisement for Airofit A / S, cf. Appendix 3:

Airofit A/S therefore markets its product via Facebook as being “made in Denmark”.

However, the statement is not used in other marketing contexts, and there is no information on, for example, Airofit A / S ‘website that indicates that the statement is correct, which is strange. The Consumer Ombudsman is therefore encouraged to verify the accuracy of the statement.

  1. EXAMPLE 4

The following appears on Airofit A/S’ website, cf. Appendix 1:

It thus appears that Jeffrey Lime is “Former Navy Seal”, which many Danish consumers will place considerable emphasis on, as it is common knowledge among Danish consumers that Navy SEAL is the elite unit for the most skilled elite soldiers.

However, it does not immediately appear in any other context that Jeffrey Lime markets himself as being a “Former Navy Seal”, cf. for example Jeffrey Lime’s LinkedIn profile.

The Consumer Ombudsman is thus encouraged to verify the correctness of the statement, as this will also be misleading marketing in violation of section 5 (1) of the Marketing Act. 1, if the correctness of the statement cannot be documented.

* * *

The Consumer Ombudsman is requested to take up the complaint, as these are both established and possible violations of the Marketing Act.

The Consumer Ombudsman is also requested to give high priority to the complaint, as the health statements in relation to COVID 19 in particular are suitable for significantly distorting the financial behavior of the average consumer, cf. section 8 of the Marketing Act.

It is emphasized in this connection that consumers are currently more than generally susceptible to misleading health statements in relation to COVID 19, and that such statements thus pose a significant risk to consumers, which the Consumer Ombudsman is encouraged to take into account in his “triage”.

Yours sincerely

Lundgrens Law Firm P/S

Søren Danelund Reipurth

Lawyer (H), Partner

Appendix 1:

Appendix 2:

Appendix 3:

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Annual Assembly General Board Meeting 2020 - Airofit A/S

Original Document (Danish)

In 2020, on November 20, a special general meeting of Airofit CVR (no. 37618772) was held at the company office.

Lawyer Kim Håkonsson was appointed chairman.

The chairman stated that shareholders representing 78.22% of the share capital had been present at the general meeting. It was unanimously decided to approve the legality of the general meeting.

The points on the agenda were:

  1. Proposal for the introduction of capital classes and directed capital increase of the B-capital class by cash deposits;
  2. Proposal for authorization for the Board of Directors to increase the company’s B capital class;
  3. Authorization to the Board of Directors to issue warrants that give the right to subscribe for a total of 22,143 Class A shares and 113,286 new Class B shares (a total of 135,429 new shares) of DKK 1. Warrants are issued to Breatheology/Stig Severinsen, the company’s board members, the company’s employees and COO and to Mike Maric.
  4. Resolution on consequential correction of the articles of association.
  5. Election of the Board of Directors

Ad 1

A proposal had been submitted to divide the company’s capital into A and B shares in accordance with the draft new articles of association for the Company attached to the notice and presented at the general meeting.

In addition, a proposal was submitted to issue new Class B shares by increasing the share capital by a nominal amount of DKK 18,076 from a nominal value of DKK 750,239 to a nominal value of DKK 768,315 by subscribing for 18,076 Class B shares at a subscription price of DKK 11,064.39, corresponding to DKK 110.64 (rounded) per share to a nominal value of DKK 1 for cash deposits of DKK 2,000,000.

The capital owners decided to deviate from presenting the in accordance with the Companies Act §§ 156, paragraph. 2 mentioned documents, cf. section 156, subsection 3.

With reference to section 158 of the Companies Act, it was stated:

  1. that the minimum and maximum amount by which the share capital may be increased amounts to a nominal amount of DKK 18,076,
  2. that no partial payment can be made,
  3. that the capital increase takes place at a price of 11,064.39, in the case of a cash contribution of DKK 2,000,000, and that the nominal value of the investments must be DKK 1 or multiples thereof,
  4. that the new investments give the shareholder the right to dividends in the Company from the time of the subscription,
  5. that the costs of the capital increase to be borne by the company are estimated at DKK 5,500 excl. VAT,
  6. that the capital increase must take place in favor of Siloco ApS (CVR no. 40 93 34 41) without pre-emptive rights for the existing shareholders
  7. that the new shares are subscribed for no later than today in these minutes
  8. that payment must be made no later than the subscription of the shares
  9. that there shall be restrictions on the negotiability of the new shares as stated in the company’s articles of association,
  10. that the new shares must be non-negotiable securities, and
  11. that the new shares must be registered and noted in the company’s register of shareholders.

Proposals were adopted unanimously and by a unanimous vote.

Ad 2:

The Company’s shareholders decided to authorize the Company’s Board of Directors to, until 1 October 2025, increase the Company’s B capital class by up to a nominal amount of DKK 34,708 by one or more rounds by subscribing for 34,708 B shares by cash subscription without pre-subscription rights for the existing capital owners.

It was decided that the following conditions must otherwise apply in connection with the subscription of new B shares when exercising the authorization:

  1. that the minimum and maximum amount by which the share capital may be increased amounts to a nominal amount of DKK 34,708,
  2. that no partial payment can be made,
  3. that the capital increase takes place at a subscription price corresponding to the Company’s market price,
  4. that the new B shares must be granted the same rights as the existing B shares,
  5. that the costs of the capital increase to be borne by the company are estimated at DKK 5,500 excl. VAT
  6. that the capital increase takes place without pre-emptive rights for the existing capital owners,
  7. that the payment must be made no later than at the same time as the subscription of the shares,
  8. that there must be restrictions on the negotiability of the new shares as stated in the company’s articles of association,
  9. that the new shares must be non-negotiable securities, and
  10. that the new investments must be registered and listed in the company’s owner’s register.

Ad 3:

3a: The Company’s shareholders decided to authorize the Company’s Board of Directors to issue up to 22,143 A-warrants (corresponding to a nominal DKK 22,142) to Breathology, which gives the right to subscribe for up to a nominal DKK 22,142 new A-shares in the Company on terms determined by the Board of Directors, as well as to authorize the Board of Directors to implement the associated capital increase(s).

The price for the exercise of warrants is set by the Board of Directors, as this can be set at a lower price than the market price, but not lower than price 100. The Board of Directors determines the other conditions for the warrants in question, including maturity, etc.

The shareholders agreed that the Board of Directors of the Company may deviate from any requirements for the preparation and presentation of the Company’s most recently approved annual report, report from the central management body and auditor’s statement in connection with the issuance of warrants, cf. 3

With regard to the other terms of the authorization, reference is made to the draft new articles of association, including existing annexes, which form an integral part of this protocol, as well as to the following proposed new clauses. 3.8, which upon adoption of the proposal is introduced in the Company’s Articles of Association:

3.8 .

By the shareholders’ decision of 20 November 2020, the company’s Board of Directors was authorized to issue up to a total of 22,143 A-warrants to Breathology in the period up to 1 October 2025, each of which gives the right to subscribe for one A-share with a nominal DKK 1.00 in the Company and in total to subscribe for up to a total nominal DKK 22,143 Class A shares, as well as to make the associated cash increase of the Company’s share capital by up to a nominal amount of DKK 22,143 (as possibly adjusted as due to changes in the Company’s capital structure as determined in the terms of issued warrants).

3b:

The Company’s shareholders decided to authorize the Company’s Board of Directors to issue up to 39,858 B-warrants (corresponding to a nominal value of DKK 39,858) to one or more members of the Company’s Board of Directors, which gives the right to subscribe for up to a nominal DKK 39,858 new B shares in The company on terms determined by the board of directors, and to authorize the board of directors to implement the associated capital increase(s).

The price for the exercise of warrants is set by the Board of Directors, as this can be set at a lower price than the market price, but not lower than price 100. The Board of Directors determines the other conditions for the warrants in question, including maturity, etc.

The shareholders agreed that the Board of Directors of the Company may deviate from any requirements for the preparation and presentation of the Company’s most recently approved annual report, report from the central management body and auditor’s statement in connection with the issuance of warrants, cf. 3.

With regard to the other terms of the authorization, reference is made to the draft new articles of association, including existing annexes, which form an integral part of this protocol, as well as to the following proposed new clauses. 3.9, which upon adoption of the proposal is introduced in the Company’s Articles of Association:

3.9:

By the shareholders’ decision of 20 November 2020, the Company’s Board of Directors was authorized to issue up to a total of 39,858 B- warrants in the period up to 1 October 2025, to the Company’s Board members, each of whom grants the right to subscribe for a B share nominal DKK 1.00 in the Company and in total to subscribe for up to a total nominal DKK 39,858 Series B shares, as well as to make the associated cash increase of the Company’s share capital by up to a nominal amount of DKK 39,858 (as possibly adjusted as a result of changes in the Company’s capital structure as determined in the terms of issued warrants).

3c:

The Company’s shareholders decided to authorize the Company’s Board of Directors to issue up to 66,428 B-warrants (corresponding to a nominal value of DKK 66,428) to the Company’s employees, giving the right to subscribe for up to a nominal DKK 66,428 new B shares in The company on terms determined by the board of directors, and to authorize the board of directors to implement the associated capital increase (s).

The price for the exercise of warrants is set by the Board of Directors, as this can be set at a lower price than the market price, but not lower than price 100. The Board of Directors determines the other conditions for the warrants in question, including maturity, etc.

The shareholders agreed that the Board of Directors of the Company may deviate from any requirements for the preparation and presentation of the Company’s most recently approved annual report, report from the central management body and auditor’s statement in connection with the issuance of warrants, cf. 3.

With regard to the other terms of the authorization, reference is made to the draft new articles of association, including existing annexes, which form an integral part of this protocol, as well as to the following proposed new clauses. 3.10, which upon adoption of the proposal is introduced in the Company’s Articles of Association:

3.10

The company’s board of directors was authorized by the shareholder decision of 20 November 2020 to issue up to a total of 66,428 B-warrants to the company’s employees in the period up to 1 October 2025, each giving the right to subscribe for one B share. nominal DKK 1.00 in the Company and in total to subscribe for up to a total nominal DKK 66,428 B shares, as well as to make the associated cash increase of the Company’s share capital by up to a nominal DKK 66,428 (as possibly adjusted as as a result of changes in the Company’s capital structure as determined in the terms of issued warrants).

3d:

The Company’s shareholders decided to authorize the Company’s Board of Directors to issue up to 7,000 B-warrants (equivalent to a nominal DKK 7,000) to Mike Maric, who gives the right to subscribe for up to a nominal DKK 7,000 new B-shares in the Company on terms established by the Board of Directors, as well as to authorize the Board of Directors to implement the associated capital increase (s).

The price for the exercise of warrants is set by the Board of Directors, as this can be set at a lower price than the market price, but not lower than price 100. The Board of Directors determines the other conditions for the warrants in question, including maturity, etc.

The shareholders agreed that the Board of Directors of the Company may deviate from any requirements for the preparation and presentation of the Company’s most recently approved annual report, report from the central management body and auditor’s statement in connection with the issuance of warrants, cf. 3.

3.11

The company’s Board of Directors was authorized by the shareholders’ resolution of 20 November 2020 to issue up to a total of 7,000 B warrants in the period up to 1 October 2025, to Mike Mark, who each gives the right to subscribe for one B share to a nominal DKK 1.00 in the Company and in total to subscribe for up to a total nominal DKK 7,000 B shares, and to make the associated cash increase of the Company’s share capital by up to a nominal DKK 7,000 (as possibly adjusted as a result of changes in the Company’s capital structure as determined in the terms of issued warrants).

The pre-sales proposals were adopted unanimously and by all votes

.

Ad 4:

As a consequence of the decision under pkt. it was decided to amend the articles of association in accordance with the submitted draft revised articles of association, which form an integral part of these minutes.

 

Ad 5:

It was proposed to elect Peder Sahlholt as a new member of the Board. The Board of Directors will then consist of:

Martin ABC Hansen

Jens Ørnbo

Anders Liechti

Peder Sahlholt

Kim Håkonsson

With reference to the Companies Act, section 120, subsection 3, the chairman referred to an overview from the nominated persons of their management positions in other business enterprises, with the exception of 100%  owned subsidiaries.

 

The proposal was adopted unanimously.

 

The general meeting authorized lawyer Kim Håkonsson to make a notification to the Danish Business Authority with the right of substitution and to make such changes and additions to what was approved at the general meeting as well as the notification to the Danish Business Authority, which may be required by the Danish Business Authority in connection with the registration. conclusions.

The general meeting adjourned.

Kim Håkonsson

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Lawyer letter from airofit

Original Document (Danish)

Mr. Stig Severinsen
Via email

February 15, 2021
J.nr. 7754-0001
Lawyer Kim Håkonsson
Mail: Email address
Direct number: Phone number

Marketing of Airofit A/S and Airofit products

As a lawyer for and board member of Airofit A/S, I make inquiries regarding above mentioned. As you know, there has been a relationship between you and Airofit for a while regarding your promotion of Airofit’s products. For Airofit, it has been essential that the company’s products and values are presented objectively and professionally and in depth insight into the importance of respiration for performance. It is important for that Airofit that the company’s communication with the outside world is clear, factual and in practice in line with Airofit’s values.

Airofit has been made aware that in a number of posts on social media you have Prime Minister Mette Frederiksen referred to as “Nazi-Mette” etc. and in this connection criticized the Prime Minister’s person in connection with the government’s of the current Covid-19 crisis. Such controversial statements are not in line with Airofit’s values. Comments on current societal issues and criticism of political actors may be a fresh element in a debate, but it is incompatible with Airofit’s values that refer to persons, named as unnamed, as Nazis, as well as the rhetoric used by the way, is not something that Airofit wants to be associated with.

It is my opinion that the comments on social media are of such a nature that Airofit’s image suffers significant damage, and Airofit is therefore forced to interrupt collaborated with you on your promotion of Airofit.

I am aware that an agreement has been reached on the remuneration for your assistance. The agreement is based on the completion of a series of tasks and the achievement of results.

In this connection, I should note that Airofit considers it to be extremely disappointing that there was no mention of Airofit in connection with the recent world record and that, from Airofit’s point of view, the oral agreement and intentions for the co-operation that have existed have not been complied with.

I would like a final clarification of the concrete remuneration for all carried out promotion of Airofit and Airofit’s products. I propose that a meeting be set up for the parties involved to discuss how to settle definitively.

I should note that Airofit is not averse to continuing a commercial work as now where products are distributed in connection with bundle sales via Breathology’s platform. However, it is not possible to continue as an “ambassador” for Airofit.

I must take this opportunity to emphasize the importance of not damaging Airofit’s name, reputation and values in the future.

Yours sincerely

Kim Håkonsson

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Letter from New Airofit Lawyer

Original Document (Danish)

Law Firm JON PALLE BUHL

Lawyer Rasmus Hoffery Nielsen

Email address

To: 

Lundgrens Law Firm P/S 

Tuborg Boulevard 12 2900 Hellerup 

April 19th 2021 J.nr. 17524003 

Att.: Advokat Sebastian Lysholm Nielsen 

URGENT

Breatheology Limited and Stig Åvall Severinsen against Airofit A/S 

As a lawyer for Airofit A/S, I contact you in connection with the summons that your clients have issued against my client.

The case concerns a dispute in relation to the parties’ previous cooperation. Such a dispute must, by its nature – when the parties cannot otherwise settle it – be settled by the courts.

However, my client has become aware that your clients post via various social media that a lawsuit has been filed in the case. In addition, your clients have sent the same information to the people on their e-mail list, which allegedly amounts to a number of approx. 250,000 recipients.

Along with the information about the lawsuit, your clients have posted the lawsuit with certain attachments, as well as the complaint to the Consumer Ombudsman that your clients have filed against my client. The information in your clients’ posts, including the subpoena with accompanying appendices, as well as the complaint to the Consumer Ombudsman is a party submission which also contains several pieces of information that must be considered trade secrets.

The publication of the business secrets constitutes a violation of paragraph 4, sect. 2 of the Trade Secrets Act, and is harmful to my client’s business.

In addition, the various documents contain a minor flattering presentation of my client’s business, which, for example, is clearly stated in the complaint to the Consumer Ombudsman, as well as the general mention of the lawsuit.

It is also striking that your clients in the summons state that the complaint to the Consumer Ombudsman was submitted to protect your clients’ “name, image and intellectual property rights”.

After reading the complaint, which was submitted at the same time as the summons, it is established that none of the matters pointed out by your client have any connection with your clients! intention.

I understand that you have fronted the complaint to the Consumer Ombudsman and assume that in this connection you have carefully considered whether your participation in the complaint goes beyond what the view of the client justifies.

This consideration is obvious when it is taken into account that the complaint is submitted at the same time as the summons, as well as the subsequent publication on the various media.

The posted information has on several points a content that constitutes an undue miserable command of my client, which is why the publication constitutes a very serious violation of paragraph 20, sect. 3 of the Marketing Act.

The disclosure of their clients and the complaint to the Consumer Ombudsman can hardly be regarded as anything other than part of a cynical litigation strategy which is completely inappropriate and manifestly contrary to good and usual marketing practice, as well as the duty of loyalty in the parties’ cooperation.

Your clients must therefore immediately and no later than tomorrow, 20 April 2021, remove all the posted information, and otherwise – if your client still wishes to mention the lawsuit – moderate the mention so that it only contains a completely neutral description.

If your clients do not comply, I am instructed to initiate a temporary injunction immediately.

Finally, I reserve the right to my client’s legal position in all respects, including in particular in relation to compensation for the losses that your clients’ actions have already caused.

Yours sincerely

Rasmus Hoffery Nielsen

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1st Public Email from Stig Severinsen

In Summary:

A legal claim, filed 72 hours ago in the Danish City Court of Copenhagen, alleges Airofit A/S, its CEO Christian Tullberg Poulsen, and board of directors are in breach of contract and substantial unauthorized use of Stig Severinsen’s name, brand and reputation for commercial gain, breaching Danish contract law.

Airofit has also reneged on its binding commitment to provide Stig Severinsen with an ownership stake in Airofit A/S.

Stig Severinsen and Breatheology® are seeking a fair resolution of the dispute and for Airofit to honour its original binding agreement.

“This was so unexpected, and I was completely shocked. This goes against everything I believe in; the trust I had in Airofit, its management, and its board of directors” said Stig Severinsen, four-time world freediving champion, multiple Guinness World Record holder and founder of Breatheology®.

You can find ALL the Legal documents (in both English & Danish) by clicking right HERE

Below is a personal account of the matter from Stig Severinsen, Founder & CEO of Breatheology®.

It should never have come to this…

Breatheology and I had hoped we could have continued the great efforts and collaboration with Airofit A/S and have reached out several times through our lawyers to find a good solution, which Airofit has denied to respond to.

So now we are taking off the “silky gloves” and have hired the best (and award-winning Top 100 lawyers) in Denmark to take care of all the legal aspects in this matter.

We are also in contact with our distinguished lawyers in Switzerland and Hong Kong in order to prepare this case to our very best ability.

There are several reasons why this case is of great importance to both Breatheology® and to me personally, which I will be happy to describe in more detail below.

David & Goliath – “Nobody puts Baby in a corner”

First of all you might think this is just a matter of “money” (payments for already delivered work) and contractually promised shares (warrants) in Airofit A/S.

Let me be very direct and tell you that is only secondary – or even tertiary – to me!

Breatheology® is enjoying great global recognition and has never been more profitable as a company.

So besides this being a case of “honoring your word” (and a signed and mutually agreed binding contract), it is much more about not letting “the big boys” bully and intimidate.

I have always been a biologist and explorer – from my very first steps in life and long before my academic laurels with a Master Degree in Biology, a PhD in Medicine and an honorary membership of the Explorer’s Club.

But when I was a child, I sometimes contemplated becoming a lawyer – because I saw so much injustice in the world and it went straight to my heart.

So, from an early age, I have often stood up for exposed and less fortunate people and supported and protected the weak.

This still runs in my blood and in my business “philosophy” (stolen from my childhood hero, Robin Hood): Take from the rich and give to the poor.

So this legal case against Airofit A/S is about morals & ethics – about simple human Principles – but maybe even more importantly, about standing up for all those that do not have a voice themselves.

Everyday people, who would feel completely overwhelmed by being “bulldozed” over by sudden letters from a Lawyer and not having the same resources as I do – be it time, energy, network or plain and simply money.

I refuse to let a company and lawyers intimidate me – simply because they now have received millions of dollars in investments and are finally starting to get off the ground.

Wrong is wrong, and I am dedicated to unleash all my resources to reach justice.

Breach of contract and disgracing soldiers

Breaking your word (a signed legal contract) and not honoring the great work and promotion that Breatheology and I have put into Airofit A/S over the last 20 months will now be handled by the Court of Denmark and by our excellent lawyers.

But that is just “legal stuff and money”.

Far more serious is the fact that Airofit A/S seemingly does not shy away from using fake marketing and disgracing soldiers at the same time. Just for monetary gains.

On their front page (main homepage/salespage at www.airofit.com) they claim that a certain Mr. Jeffrey Lime is a former Navy SEAL and he is heavily endorsing the Airofit product.

My Lawyers have filed a claim with the Danish Consumer Ombudsman against Airofit A/S, since we do not believe in these statements and think it is used solely to gain more authority and profits.

So it will be an interesting case to follow now that Airofit A/S has to prove if I (and Breatheology®) might be wrong – of course that is possible – but I personally look forward to having Airofit A/S prove all documents of which year, academy and Unit, from which this proclaimed Mr. Jeffrey Lime graduated and served as a Navy SEAL.

This case is particularly important to me since I grew up in Pensacola Beach, Florida and lived there during “The Gulf War” (Jan. 17, 1991 – Feb, 28, 1991) and it made a great impression and life lasting impact on me, since many of my friends had family involved – especially since Pensacola has a large military base, Naval ships and also is the home of the world famous U.S. Navy Blue Angels.

I even remember how we would write hand-written letters to the pilots in Iraq during my High School Graduate year – to show our support, affection and appreciation of their fine job!

Now, many years later, I am honored and privileged to be able to introduce Breatheology® to the Danish Frogman Corps (Navy SEALS) and The Royal Danish Air Force and train their soldiers on a regular basis.

I am also honored to train Navy SEALS from the US and other elite soldiers (Special Ops) from many countries around the world. This also includes Law Enforcement Officers and not only soldiers who serve.

Alongside this comes the great support that we in Breatheology® feel is mandatory work to do in order to help Veterans who are battling with PTSD – via our so-called “PTSD Liberation Program”. We have made a FREE online program of the same name to help, and we have donated workshops in beautiful La Jolla, California and in Denmark to help struggling veterans – men as well as women!

Anyone interested in this can see my Tedx Talk named; “Breath Holding Is The New Black” where I spend half the time talking about PTSD and how to better help!

In other words, we do our utmost to support and help these fine men and women, who have been willing to make “the ultimate sacrifice” in order to preserve our freedom and liberty.

To see the distinguished “Navy SEAL” name and Unit being potentially disgraced and dishonored by Airofit A/S – for purely monetary gains, leaves a very bad taste in my mouth!

Using potential false and fake marketing purely for profits; Covid-19 fear

But it does not stop here. Airofit A/S seems happy to engage in any claims – as long as it helps them make more money. In multiple FB ads, we have noticed that Airofit A/S brings this claim:

“Recent studies have shown that respiratory muscle training is a most relevant method, to resist the severe consequences of a COVID 19 infection”.

Our Lawyers have also filed complaints on this matter to the Danish Consumers Ombudsman – and I very much look forward to Airofit A/S to provide all the peer-reviewed scientific publications supporting this claim.

We have even urged the Danish Consumers Ombudsman to highly prioritize this matter, since it is most likely to skew the consumers buying habits and patterns.

It is worth noting that all criminal acts and unlawful acts in Denmark are now “taxed” with DOUBLE penalty and fines – in any circumstance when the matter relates directly to COVID-19 and the Corona Pandemic.

Just over a year ago, we set out on a beautiful quest with Airofit A/S to help the most fragile and exposed citizens in Denmark (and beyond) when the Corona Pandemic hit Europe in March 2020.

In the end, Breatheology® ended up being the MAIN donor (around USD 17.000 from our own pockets) while Airofit A/S donated zero dollars.

We also donated our bestselling book; “Breatheology® – The Art of Conscious Breathing” to the world – for FREE – and in 10 available languages. We used the eBook format (PDF) and the book has now been downloaded and read by nearly 500.000 people.

Along with this, we also created online training videos; “Breath Training in the Corona Crisis” – to help and support especially The elderly sitting home alone in isolation. The program is still freely available on our website: www.breatheology.com

To now see Airofit A/S taking advantage of the prolonged global crisis and the fear mongering by using unscientifically proven claims to sell more of their products is not aligned with our original vision of truly wanting to help people breathe better!

Heavily damaging and tarnishing the fine brand of Breatheology®

At Breatheology®, we have used over a decade to create a Brand that is globally recognized and trusted as a world leader within the space of conscious breathwork, optimal health, rehabilitation & performance.

Personally, I have spent a lifetime perfecting my freediving skills, my breath training experience (now training our global Breatheology® Certified Instructors) plus focusing on my academic and business-related career in order to serve the world to my highest ability.

“Making the world breathe better – one breath at a time” is both a hallmark and a slogan for Breatheology® – and it has become my life’s mission.

After now having been “the face” and “main ambassador” for Airofit A/S for well over a year, this might have had some serious negative consequences for not only Breatheology® but also for my personal name and “brand”; Stig Severinsen.

Our Legal Advisors in Switzerland are making sure all our Brand Protection Rights are not violated – as are our Danish lawyers specializing in IP and brand violation.

Thus the – now official – legal case against Airofit A/S, also includes seeking compensation for all the damage and tarnishing that has already been done by being associated with Airofit A/S but also serious compensation for the misuse of immaterial rights and image.

Personally, I feel the level of blatant neglect in this matter might very well cause a challenge for Airofit’s CEO.

On that note, it is also interesting to point out that many of the investors, as well as members of the current board of directors, are directly associated with or having held major roles in global multinationals such as Pandora, Nilfisk an Ecco.

We will come out Victorious

Since our legal team is presenting a strong case, we feel confident that the Courts of Denmark will agree in favor of our legal case.

Thankfully, we are receiving great support and aid from our wonderful friends in Dubai, The United Arab Emirates and from the United States of America and we are ready to invest heavy resources into this legal case. Be it time, energy, blood, sweat and tears – or cash.

We are fully committed and ready to continue with this legal case and take it to the High Court, and Supreme Court, if need be!

Kindly,

Stig Severinsen

4 X Freediving World Champion & Multiple GuinnesFounder & CEO, Breatheology®s World Record Holder

MSC Biology & PHD Medicine

PS. Since we have absolutely nothing to hide, we have decided to make public ALL the official documents in this case. We want to make sure nothing is “swept under the rug” and that everybody can judge this case and make up their own mind and opinion.

We do not seek support or financial aid, but we welcome you to share this message with family and friends and even media and news outlets in your region or country.

All official documents and our Official Press Release can be found right HERE

– Back to Top –

2nd Public Email from Stig Severinsen

The legal case continues – so here I happily bring you Part II in this brand-spanking new series:

“Circus Airofit A/S – a comedy show that will take your breath away” ;o)

Not surprisingly, the lawyer of Airofit A/S – Kim Håkonsson – has been removed from the case. Possibly by Airofit A/S, or perhaps under his own accord. Only God (and possibly, Airofit A/S) will know. Perhaps, in this case, Mr. Håkonsson had bitten off more than he could chew?

Kim Håkonsson did not inform our lawyers about his replacement which seems strange and also just a sign of poor manners!

Besides, it is very rare – and thus quite extraordinary – that a company chooses to change their lawyer in the middle of an ongoing official lawsuit. It is like changing the rider of the horse in the middle of the race.

But there is a new “Knight” in shining armor – Lawyer Mr. Rasmus Hoffery Nielsen from Jon Palle Buhl Law Firm, appointed to represent Airofit A/S in this lawsuit against Breatheology® & Stig Severinsen (City Court of Copenhagen Case Number: BS-14788/2021-KBH).

If you deal with Airofit A/S – then get ready to receive legal threats

If Airofit A/S doesn’t like you or what you have to say, then get ready to get sued!

Yesterday, Lawyer Rasmus rode in from out of nowhere – desperately trying to save the cavalry.

Airofit A/S, through their new Lawyer Rasmus, are accusing Breatheology® and myself for violating both the Trade Secrets Acts AND the Marketing Act.

In the same letter, Lawyer Rasmus also insinuates that our lawyer might have broken the law and gone too far in his constituted rights as a lawyer.

It is a very unusual behavior to see a newly-engaged lawyer go so directly and aggressively after another lawyer.

In this case, our main lawyer, Mr. Sebastian Lysholm Nielsen – has been recognized as a Top 100 Awarded lawyer.

Perhaps it’s not the smartest move in legal history to make baseless claims on unsubstantiated matters.

Besides, Mr. Lysholm is not representing Breatheology® & Stig Severinsen in the case of the complaint to the Consumers Ombudsman – that case is handled by Mr. Søren Danelund Reipurth (as the legal documents clearly indicate).

So a kind piece of advice to Mr. Rasmus Hoffery Nielsen: It might be worth actually reading the papers and case documents in which he is now defending/representing – so he does not end up accusing the wrong person  – on the wrong matter – as was the case yesterday.

Embarrassing, and not a great nor impressive start by Mr. Hoffery Nielsen, to say the least!

What should have been an intimidating ‘wild cowboy’ riding in on a black stallion, shooting wildly with a big gun and silver bullets – ended up appearing more like a desperado riding in on a lame, grey mule, not shooting silver-tipped rounds but rather splashing a few droplets with a plastic water pistol: psttt psttt psttttttttttt.

In brief, our lawyer has kindly responded that there is no legal claim or any violation from his point of view.

Obey the demand of Airofit A/S immediately or pay for the consequences of an injunction

So – in what I consider legal nonsense and “mumbo jumbo” – (maybe only existing inside the head of Mr. Hoffery Nielsen), Airofit A/S is now attempting – with all their legal might – to make me shut up, by warning of the issuance of an injunction against us.

To remove all Social Media posts and to take responsibility for the emails we have sent out (they claim 250,000 – where that “guestimate” comes from only God knows).

Perhaps our former employees – now with Airofit A/S – have access to our systems, or perhaps Lawyer Rasmus has magical or psychic powers.

Regardless, the purpose of an injunction is to stop any action until such time as a hearing can be held to determine what the course of action should be.

Now comes the FUN part (it’s almost like telling a very funny joke 😉 )

Dear reader, you may not be aware of how long it takes to make an injunction official (and thus functional)?

About 3 – 6 months. :oD

So good luck on that “brilliant strategy” to Airofit A/S and Mr. Hoffery Nielsen.

The human mind in action is so interesting to witness – as is human behavior.

What on earth does Airofit A/S (and Mr. Hoffery Nielsen) think?

That I will shut up and obey – just because they now warn to counter-sue and promise fury and fire!

Does Airofit A/S have something to hide? Soldier Navy SEAL testimonial removed!

While Airofit A/S and their new cowboy lawyer have been busy writing and sending legal threats their website team has also been put to work.

Because the testimonial of a certain Mr. Jeffrey Lime – a proclaimed Navy SEAL – has been REMOVED from the MAIN page (Info or Sales page) of www.airofit.com.

This element constitutes only ONE of several claims our lawyers have raised to the Consumer Ombudsman and we have now decided to also add those files (as proof) to our Documentation page.

Isn´t it interesting that Airofit A/S attacked both us and our lawyers (okay, they contacted and accused the wrong lawyer, but we can all make mistakes!), but they have sought fit to remove the very evidence we relayed to the Consumer Ombudsman. And yet, they accuse us of going too far and continue to claim they have done nothing wrong.

This will be a most noteworthy case to follow – for all soldiers, veterans and especially all Navy SEALS and Special Ops around the world.

We Shall Never Surrender

“We shall go on to the end….we shall fight on the seas and oceans, we shall fight with growing confidence and growing strength in the air…whatever the cost may be. We shall fight on the beaches, we shall fight on the landing grounds, we shall fight in the fields and in the streets, we shall fight in the hills; we shall never surrender”

Winston Churchill´s historic speech from June 4th, 1940, has always resonated strongly with me.

It instructs power and fearlessness and tells you to never give in or surrender.

As I mentioned in my email just two days ago (see below in the PS and also on our website under Press) this legal case is not just about “dollars and shares”.

It is about defending what is yours, what is right – what is fair and just!

It is about ethics & morals – about fighting for the “common man”.

For NEVER letting a bigger player intimidate you – be it by legal threats or claims!

Since it is now a legal case, I cannot comment on the outcome, but the evidence we have presented will show that Airofit A/S are fighting a losing battle.

And they do not like it – not one bit.

They are exposed – and all the legal documents that I have every right to make public – without breaking or violating any law, including the Danish Trade Secrets Act or Danish Marketing Act – is telling the “TRUTH”.

What really happened – who said what, when etc…

Who promised what – how many times etc…

From the very beginning, I have maintained that I have nothing to hide – thus I will make every single document in this case “public domain” – including the recent letter with legal threats from Mr. Hoffery Nielsen, and for that matter, every subsequent letter we receive from Airofit and their legal representatives (and all their subsequent replacements).

So please find the original document (in Danish) and the Google Translated Doc on our website (under Press).

The truth might hurt – especially if you have something to hide. If you have not been a nice person!

I am thrilled to finally have an OFFICIAL LEGAL CASE/CLAIM against Airofit A/S – to be able to expose their negligence, their grand incompetence and their dishonest ways and behavior.

Surfing on the latino wave of Life

When I lived and studied in Florida, many years ago, I studied Latin.

I would recommend any person (especially any child) to learn an extra language, since it opens a new world of opportunities. Besides Latin helping me to now also speak Spanish fluently (which was a great advantage when I studied Biology and Human Physiology at the University of Barcelona and now since I have recently bought a lovely house in La Paz “The City of Peace”, Mexico), I also studied Latin/Roman history. It was a great passion of mine and I love to understand better the deeper meaning of our history, heritage, culture and idioms.

“Alea iacta est”

When Julius Caesar led his army across the Rubicon river in Northern Italy on January 10th, 49 BC, he exclaimed the famous words; “The die has been cast”.

The phrase indicates that you have come to a point of no return – or – in more philosophical terms – that your fate has been sealed.

Whether Airofit A/S is soon to cross the River Styx or just navigate high seas, only time will tell!

Kindly,

Stig Severinsen

Founder & CEO, Breatheology®

4 X Freediving World Champion & Multiple Guinness World Record Holder

MSC Biology & PHD Medicine

FI 17 – The Explorers Club

P.S. My email (email 1) from Sunday 18th April, 2021 (also posted on our website under Press):

In Summary:

A legal claim, filed 72 hours ago in the Danish City Court of Copenhagen, alleges Airofit A/S, its CEO Christian Tullberg Poulsen, and board of directors are in breach of contract and substantial unauthorized use of Stig Severinsen’s name, brand and reputation for commercial gain, breaching Danish contract law.

Airofit has also reneged on its binding commitment to provide Stig Severinsen with an ownership stake in Airofit A/S.

Stig Severinsen and Breatheology® are seeking a fair resolution of the dispute and for Airofit to honour its original binding agreement.

“This was so unexpected, and I was completely shocked. This goes against everything I believe in; the trust I had in Airofit, its management, and its board of directors” said Stig Severinsen, four-time world freediving champion, multiple Guinness World Record holder and founder of Breatheology®.

You can find ALL the Legal documents (in both English & Danish) by clicking right HERE

Below is a personal account of the matter from Stig Severinsen, Founder & CEO of Breatheology®.

It should never have come to this…

Breatheology and I had hoped we could have continued the great efforts and collaboration with Airofit A/S and have reached out several times through our lawyers to find a good solution, which Airofit has denied to respond to.

So now we are taking off the “silky gloves” and have hired the best (and award-winning Top 100 lawyers) in Denmark to take care of all the legal aspects in this matter.

We are also in contact with our distinguished lawyers in Switzerland and Hong Kong in order to prepare this case to our very best ability.

There are several reasons why this case is of great importance to both Breatheology® and to me personally, which I will be happy to describe in more detail below.

David & Goliath – “Nobody puts Baby in a corner”

First of all you might think this is just a matter of “money” (payments for already delivered work) and contractually promised shares (warrants) in Airofit A/S.

Let me be very direct and tell you that is only secondary – or even tertiary – to me!

Breatheology® is enjoying great global recognition and has never been more profitable as a company.

So besides this being a case of “honoring your word” (and a signed and mutually agreed binding contract), it is much more about not letting “the big boys” bully and intimidate.

I have always been a biologist and explorer – from my very first steps in life and long before my academic laurels with a Master Degree in Biology, a PhD in Medicine and an honorary membership of the Explorer’s Club.

But when I was a child, I sometimes contemplated becoming a lawyer – because I saw so much injustice in the world and it went straight to my heart.

So, from an early age, I have often stood up for exposed and less fortunate people and supported and protected the weak.

This still runs in my blood and in my business “philosophy” (stolen from my childhood hero, Robin Hood): Take from the rich and give to the poor.

So this legal case against Airofit A/S is about morals & ethics – about simple human Principles – but maybe even more importantly, about standing up for all those that do not have a voice themselves.

Everyday people, who would feel completely overwhelmed by being “bulldozed” over by sudden letters from a Lawyer and not having the same resources as I do – be it time, energy, network or plain and simply money.

I refuse to let a company and lawyers intimidate me – simply because they now have received millions of dollars in investments and are finally starting to get off the ground.

Wrong is wrong, and I am dedicated to unleash all my resources to reach justice.

Breach of contract and disgracing soldiers

Breaking your word (a signed legal contract) and not honoring the great work and promotion that Breatheology and I have put into Airofit A/S over the last 20 months will now be handled by the Court of Denmark and by our excellent lawyers.

But that is just “legal stuff and money”.

Far more serious is the fact that Airofit A/S seemingly does not shy away from using fake marketing and disgracing soldiers at the same time. Just for monetary gains.

On their front page (main homepage/salespage at www.airofit.com) they claim that a certain Mr. Jeffrey Lime is a former Navy SEAL and he is heavily endorsing the Airofit product.

My Lawyers have filed a claim with the Danish Consumer Ombudsman against Airofit A/S, since we do not believe in these statements and think it is used solely to gain more authority and profits.

So it will be an interesting case to follow now that Airofit A/S has to prove if I (and Breatheology®) might be wrong – of course that is possible – but I personally look forward to having Airofit A/S prove all documents of which year, academy and Unit, from which this proclaimed Mr. Jeffrey Lime graduated and served as a Navy SEAL.

This case is particularly important to me since I grew up in Pensacola Beach, Florida and lived there during “The Gulf War” (Jan. 17, 1991 – Feb, 28, 1991) and it made a great impression and life lasting impact on me, since many of my friends had family involved – especially since Pensacola has a large military base, Naval ships and also is the home of the world famous U.S. Navy Blue Angels.

I even remember how we would write hand-written letters to the pilots in Iraq during my High School Graduate year – to show our support, affection and appreciation of their fine job!

Now, many years later, I am honored and privileged to be able to introduce Breatheology® to the Danish Frogman Corps (Navy SEALS) and The Royal Danish Air Force and train their soldiers on a regular basis.

I am also honored to train Navy SEALS from the US and other elite soldiers (Special Ops) from many countries around the world. This also includes Law Enforcement Officers and not only soldiers who serve.

Alongside this comes the great support that we in Breatheology® feel is mandatory work to do in order to help Veterans who are battling with PTSD – via our so-called “PTSD Liberation Program”. We have made a FREE online program of the same name to help, and we have donated workshops in beautiful La Jolla, California and in Denmark to help struggling veterans – men as well as women!

Anyone interested in this can see my TEDx Talk named; “Breath Holding Is The New Black” where I spend half the time talking about PTSD and how to better help!

In other words, we do our utmost to support and help these fine men and women, who have been willing to make “the ultimate sacrifice” in order to preserve our freedom and liberty.

To see the distinguished “Navy SEAL” name and Unit being potentially disgraced and dishonored by Airofit A/S – for purely monetary gains, leaves a very bad taste in my mouth!

Using potential false and fake marketing purely for profits; Covid-19 fear

But it does not stop here. Airofit A/S seems happy to engage in any claims – as long as it helps them make more money. In multiple FB ads, we have noticed that Airofit A/S brings this claim:

“Recent studies have shown that respiratory muscle training is a most relevant method, to resist the severe consequences of a COVID 19 infection”.

Our Lawyers have also filed complaints on this matter to the Danish Consumers Ombudsman – and I very much look forward to Airofit A/S to provide all the Peer-reviewed scientific publications supporting this claim.

We have even urged the Danish Consumers Ombudsman to highly prioritize this matter, since it is most likely to skew the consumers buying habits and patterns.

It is worth noting that all criminal acts and unlawful acts in Denmark are now “taxed” with DOUBLE penalty and fines – in any circumstance when the matter relates directly to COVID-19 and the Corona Pandemic.

Just over a year ago, we set out on a beautiful quest with Airofit A/S to help the most fragile and exposed citizens in Denmark (and beyond) when the Corona Pandemic hit Europe in March 2020.

In the end, Breatheology® ended up being the MAIN donor (around USD 17.000 from our own pockets) while Airofit A/S donated zero dollars.

We also donated our bestselling book; “Breatheology® – The Art of Conscious Breathing” to the world – for FREE – and in 10 available languages. We used the eBook format (PDF) and the book has now been downloaded and read by nearly 500.000 people.

Along with this, we also created online training videos; “Breath Training in the Corona Crisis” – to help and support especially the elderly sitting home alone in isolation. The program is still freely available on our website: www.breatheology.com

To now see Airofit A/S taking advantage of the prolonged global crisis and the fear mongering by using unscientifically proven claims to sell more of their products is not aligned with our original vision of truly wanting to help people breathe better!

Heavily damaging and tarnishing the fine brand of Breatheology®

At Breatheology®, we have used over a decade to create a brand that is globally recognized and trusted as a world leader within the space of conscious breathwork, optimal health, rehabilitation & performance.

Personally, I have spent a lifetime perfecting my freediving skills, my breath training experience (now training our global Breatheology® Certified Instructors) plus focusing on my academic and business-related career in order to serve the world to my highest ability.

“Making the world breathe better – one breath at a time” is both a hallmark and a slogan for Breatheology® – and it has become my life’s mission.

After now having been “the face” and “main ambassador” for Airofit A/S for well over a year, this might have had some serious negative consequences for not only Breatheology® but also for my personal name and “brand”; Stig Severinsen.

Our Legal Advisors in Switzerland are making sure all our Brand Protection Rights are not violated – as are our Danish lawyers specializing in IP and brand violation.

Thus the – now official – legal case against Airofit A/S, also includes seeking compensation for all the damage and tarnishing that has already been done by being associated with Airofit A/S but also serious compensation for the misuse of immaterial rights and image.

Personally, I feel the level of blatant neglect in this matter might very well cause a challenge for Airofit’s CEO.

On that note, it is also interesting to point out that many of the investors, as well as members of the current board of directors, are directly associated with or having held major roles in global multinationals such as Pandora, Nilfisk an Ecco.

We will come out Victorious

Since our legal team is presenting a strong case, we feel confident that the Courts of Denmark will agree in favor of our legal case.

Thankfully, we are receiving great support and aid from our wonderful friends in Dubai, The United Arab Emirates and from the United States of America and we are ready to invest heavy resources into this legal case. Be it time, energy, blood, sweat and tears – or cash.

We are fully committed and ready to continue with this legal case and take it to the High Court, and Supreme Court, if need be!

Kindly,

Stig Severinsen

Founder & CEO, Breatheology®

4 X Freediving World Champion & Multiple Guinness World Record Holder

MSC Biology & PHD Medicine

PS. Since we have absolutely nothing to hide, we have decided to make public ALL the official documents in this case. We want to make sure nothing is “swept under the rug” and that everybody can judge this case and make up their own mind and opinion.

We do not seek support or financial aid, but we welcome you to share this message with family and friends and even media and news outlets in your region or country.

All official documents and our Official Press Release can be found right HERE

– Back to Top –

Airofit A/S Official Receipt of court case

 
Case BS-14788/2021-KBH
 
Breatheology Limited et al. (2) against Airofit A /S
 
You have acknowledged receipt of this case on the court case portal. You now have two options:
 
If you can accept the claim, you do not need to take any action. You must then expect the court to rule and decide on the costs of the case.
 
2. If you do not agree with the claim in the summons, you must submit a response on the courts’ case portal minretssag.dk no later than 14 days from today. The defense must contain your claim, which must be substantiated. If the deadline is not met, the court will rule on the claim in the application and decide on the costs of the case.
 
At minretssag.dk you can read a guide on the handling of civil lawsuits on the courts’ case portal.
 
If you have any questions, please feel free to contact the court. Yours sincerely
 
Copenhagen City Court

 

Airofit's lawyer requests court extension

 
Announcement of 5 May 2021
From Rasmus Hoffery Nielsen
 
Regarding Court Extension 
 
Case number BS-14788/2021-KBH, Breatheology Limited and others. (2) against Airofit A / S
 
In the above-mentioned case, I politely request a 14-day adjournment with submission of a response.
 
Sincerely, Rasmus Hoffery Nielsen
 
The announcement contains special questions which the court must decide on during the preparation of the case: Yes

 

Feedback to court from our lawyer

 
Announcement of 5 May 2021
From Sebastian Lysholm Nielsen
 
Regarding postponement of the deadline for the defense
 
Case No. BS-14788/2021-KBH, Breatheology Limited and others. (2) against Airofit A/S
 
The parties have corresponded in the case since 15 February 2021, when Airofit A/S terminated the cooperation, and the plaintiffs therefore expect that in continuation of the day’s postponement of Airofit A/S’ time limit, there is no need for further postponements of the deadline for the defense, not least as a result of Airofit A/S being fully aware of the facts of the case.
 
Sincerely, Sebastian Lysholm Nielsen
 
The announcement contains special questions which the court must decide on during the preparation of the case: Yes
 

SECOND DEADLINE EXTENSION REQUEST

 
Announcement
May 19th 2021
 
From Rasmus Hoffery Nielsen
To the Court
 
Deadline Extension
Case no. BS-14788/2021-KBH, Breatheology Limited m.fl. (2) against Airofit A/S
 
Since I am still missing a few appendices and a final approval from my client on the draft of the defense, I politely request a one week postponement of the deadline to file a defense.
 
Yours sincerely,
Rasmus Hoffery Nielsen
 
This notice contains special questions that the court must decide on during the
preparation of the case: Yes

 

Protest against defense deadline postponement

 

Announcement

May 20th 2021

From Sebastian Lysholm Nielsen 

To the Court

Protest against defense deadline postponement

Case no. BS-14788/2021-KBH, Breatheology Limited m.fl. (2) against Airofit A/S

The plaintiff must hereby protest against further postponement of the deadline for defense, as it is further noted that the request has not been made in accordance with section 4.4 of the Guidelines on the processing of civil cases by the district courts (updated 10 February 2017), according to which:

“The deadline for further preparation is set according to an individual assessment of the case and the parties must reckon that the court will not normally extend set deadlines.

A request for extension of the deadline must be in writing and substantiated. When a party requests the court to extend a deadline, it must be stated whether the other party agrees. A request for an extension shall be received in court in a timely manner as to enable the court to rule on the request and to notify the parties before the expiry of the time limit.”

In addition, please refer to the plaintiff’s previous announcement of 5 May 2021 that the parties have corresponded on the case since 15 February 2021, when Airofit A/S terminated the cooperation, and that Airofit A/S is fully aware of the facts of the case, including that Airofit A/S is to blame for the fact that the plaintiff has been forced to issue a summons in the case.

Airofit A/S has already postponed the deadline for defense to a significant extent.

The court is therefore kindly requested to attribute failure to file a defense with enforcement by default, or alternatively postpone the deadline for defense by a maximum of 1-2 days with the usual with enforcement by default.

Yours sincerely,

Sebastian Lysholm Nielsen

This notice contains special questions that the court must decide on during the preparation of the case: Yes

 

Commentary Airofit's Lawyer on 2nd extension deadline

 

Announcement 

20th May 2021

From Rasmus Hoffery Nielsen 

To the Court 

Comments on the deadline

Case no. BS-14788/2021-KBH, Breatheology Limited m.fl. (2) against Airofit A/S 

In relation to the other party’s protest of d.d. against the postponement of the deadline, it is noted that the defendant, by its nature, must have sufficient time to respond to a 38-page subpoena with accompanying appendices (no. 1-47), as well as requests 1-8.

A postponement has been requested until the middle of next week, which for the sake of Pentecost, must be considered, given the circumstances, a reasonable extension.

Yours sincerely,

Rasmus Hoffery Nielsen 

This notice contains special questions that the court must decide on during the preparation of the case: Yes

COPENHAGEN CITY COURT RESPONSE TO 2nd deadline request

 
COPENHAGEN CITY COURT RECORDS
 
A court hearing took place on May 20, 2021 at 13.00 in the Copenhagen City Court.

Judge Pia Petersen dealt with the case.

Case no. BS-14788/2021-KBH 

Breatheology Limited 

(lawyer Sebastian Lysholm Nielsen) 

and

Stig Severinsen 

(lawyer Sebastian Lysholm Nielsen) 

against

Airofit A/S 

(lawyer Rasmus Hoffery Nielsen) 

Nobody was summoned or appeared. 

On April 21, 2021, the court set a deadline of 14 days for the defendant to file a defense in the case.

On 5 May 2021, the defendant requested a deadline extension of  14 days.

On May 5, 2021, the court extended the deadline to May 19, 2021.

On 19 May 2021, the defendant requested that the deadline  be extended for another week, as some appendices and an approval of the defense from the client were missing.

On 20 May 2021, the plaintiff protested against the postponement with reference to pkt. 4.4 in the Guidelines on the processing of civil cases. It was further pointed out that the parties had corresponded on the case since 15 February 2021 and that the defendant was fully aware of the facts of the case. 

In a notice from 5 May 2021 the defendant stated that one must have sufficient time to respond to a 38-page subpoena with 47 appendices and 8 requests.

The Court’s observations

Taking into account the nature and scope of the case, the court finds that there are grounds for extending the deadline for filing a defense as requested.

The court then ruled that the defendant must file a defense to the other party and the court no later than May 26, 2021.

Failure to submit a response may result in enforcement by default

The defendant cannot expect a further extension of the deadline. The case was adjourned.

Published on the portal on 20-05-2021 at 14:44

Recipients: Lawyer (H) Rasmus Hoffery Nielsen, Lawyer (L) Sebastian Lysholm Nielsen, Plaintiff Breatheology Limited, Defendant Airofit A/S

Frontpage page news: Breatheology vs Airofit

 

Danish world record holder in war against Millionaire company

Stig Severinsen, who is world famous for his ability to hold his breath, has been smoked in a legal showdown with a Danish successful company

Stig Severinsen feels severely let down by the Danish company, which he has now decided to sue. 

The Danish freediver Stig Severinsen, who holds several world records for his ability to hold his breath under water, has been embroiled in a bitter showdown with the Danish company Airofit, which produces breathing training equipment that can help train one’s breathing and endurance.

The background for the legal showdown is that the two parties began a collaboration at the end of 2019, where Stig Severinsen was to help promote Airofit’s products.

In return, Severinsen was offered ownership of 2.5 percent shares in Airofit through a warrant program, which initially, according to Airofit, had a value of at least DKK 1.125 million. Thus, in April last year, the parties signed a so-called Letter of Intent, in which the cooperation was formulated and signed by the parties.

“At that time, our collaboration shone, so there were no problems in signing, and I would gladly do my part to promote the product,” says Stig Severinsen.

Facts: Stig Severinsen

Stig Severinsen is 48 years old and has been included in the Guinness Book of Records several times due to his ability to hold his breath underwater without any aid.

Most recently, he broke the record in December 2020, when he dived 202 meters on a single breath into the sea ​​of Mexico, and he still holds the record for the longest distance under ice, as in 2013 he dived 76.2 meters under ice without any aid and wetsuit .

He currently heads his Hong Kong-based company Breatheology. Through this platform, he has rolled out courses and presentations on, among other things, breathing, yoga and meditation.

Among other things, he has trained the Frogman Corps (Danish Navy SEAL equivalent) and the Danish air force. He also participated in the Discovery+ reality show “Undressed to the top with the Wozniacki family”, where he helped train the Wozniacki family for their goal to reach the top of the Kilimanjaro.

Stig Severinsen lives in Malaysia on a daily basis.

Approved at the general meeting

He had started promoting and selling the products at the beginning of January, and he therefore expected that it was a formality that the collaboration was approved.

But the planned general meeting, which should have taken place in the spring of 2020, was postponed several times, and it ended up not taking place until November.

Here, however, the general meeting unanimously approved the Letter of Intent, and the warrant program was therefore approved so that the Board of Directors could issue shares to Stig Severinsen and Breatheology. The next day, he was notified directly where he was welcomed.

Collaboration abruptly interrupted

For a long time, Severinsen did not hear anything from Airofit until he received an email on 15 February.

“I had not heard anything for a long time, so I thought well, there was something in the fence. And then I got an email from a lawyer that just said ‘See attached’,” said Stig Severinsen.

The attachment turned out to be a letter, which was a formal termination of cooperation by Airofit.

This was grounded partially on some posts that Stig Severinsen had made on his private Facebook profile, which according to the letter was against the company’s values. And partly, Airofit did not believe that Stig Severinsen had complied with his part of the agreement, as he did not promote Airofit in connection with his Guinness world record in December .

The Facebook posts contained massive criticism of how the Danish government handled the corona crisis, and Stig Severinsen called Mette Frederiksen, the Danish prime minister, ‘Nazi-Mette’, among others. Comments that Stig Severinsen still stands by, but he does not think they should have an influence on the collaboration with Airofit, as Stig speaks as a private person.

In addition, it sounds from both the lawyer and Stig Severinsen that they have not been made aware of Airofit’s set of values, which Severinsen should have broken.

Stig Severinsen and his lawyers also do not believe that he was legally obliged to mention Airofit in connection with the world record, which is why they do not believe that there was a valid reason to terminate the cooperation.

The letter and the termination of the collaboration is one of the central focal points of the legal dispute.

Case now in court

In the letter, Airofit also acknowledged that Stig Severinsen has done work for which he should be remunerated, and that they should agree on it in more detail.

Via his lawyer, Severinsen therefore sent a so-called letter of demand in March, in which he wanted the conditions of the Letter of Intent, which the parties signed in April 2020, to be met.

However, the non-fulfillment of the requirements in the letter has since led to Severinsen suing Airofit. At the time of writing, the court is still awaiting a response from Airofit’s lawyer, as they have been given an extended deadline. However, the latest deadline to file a defense is 26 May, which according to the Copenhagen City Court will be the final deadline.

Since the start of the case, Stig Severinsen has posted all the case documents on his website, which has also led to increased division between the parties, as Airofit’s lawyer has demanded that the documents be removed. Something Stig Severinsen, however, has not complied to.

“I am in favor of full openness, and my lawyer also believes that I am in my good right to do so,” he says.

Stig Severinsen in the element where he is best known for staying. 

“Have turned a house into a castle”

Despite the bitter legal dispute, Stig Severinsen emphasizes that he still thinks it is a good product.

“I would never have joined that project if I did not like the product, and I think we are a really nice match, because I also focus on science and data, just like they do with their product. But in my opinion they have been bad at running their business,” he says.

In the lawsuit, Stig Severinsen, via his lawyer, has claimed the 2.5 percent of the shares that he was promised, or their current value, which corresponds to just over 2.1 million DKK after estimating Airofit’s total value.

Stig Severinsen himself believes that he has more than lived up to the obligations in the Letter of Intent, which the parties signed at the time

“I’ve done it all to the fullest and more. This is equivalent to being asked to clean and paint a house, and leaving behind a castle that shines. So I think I handed over and sold the ass out of my pants, and then they stabbed me in the back with a knife,” he says.

“Do not agree with the allegations”

Christian Tullberg Poulsen, CEO of Airofit, confirms to Ekstra Bladet that Breatheology has filed a lawsuit.

“We do not agree with Breatheology’s claims and look forward to a decision in the courts,” he writes in an email to Ekstra Bladet, stating that Airofit will not comment on the case further as long as it is pending in the courts.

Airofit’s lawyer must provide an answer no later than Wednesday May 25th to the subpoena to the other party and the judge of the case. Further developments of the case are therefore still unknown.

STATEment of defense from Airofit's lawyer

 

LAW FIRM JON PALLE BUHL

May 25, 2021

J.nt. 17524003

 

STATEMENT OF DEFENSE

Copenhagen City Court

Case BS-14788/2021 

 

Breatheology Limited

and

Stig Severinsen

(lawyer Sebastian Lysholm Nielsen for both parties)

 

against

 

Airofit A/S

(lawyer Rasmus Hoffery Nielsen)

 

As a lawyer for the defendant, Airofit A/S, I hereby appear and shutdown the following

 

CLAIM

To Breatheology Limited and Stig Severinsen’s claims 1-3:

Dismissal.

 

SUPPLEMENTARY CASE PRESENTATION:

Introduction:

The case concerns a collaboration between Airofit A / S (hereinafter “Airofit”) and Breatheology Limited (hereafter “Breatheology””) on the other hand.

Stig Severinsen, who also acts as plaintiff, is reportedly 100% owner of Breatheology and is inherently closely related to Breatheology and can actually be identified with it. On the other hand, Stig Severinsen is not a contracting party to Airofit, which is why it is a mistake, that Stig Severinsen appears at all as a co-plaintiff in the case.

The co-operation between the parties took place in a period from November 2019 until May 2021 to the interest and satisfaction of both parties, and during the course there were discussions that Breatheology should enter Airofit’s ownership circle. However, these discussions were never resolved in an agreement.

The main question of the case is thus in its simplicity whether Breatheology can lift the burden of proof that the intentions in the declaration of intent of 11 April 2020 (Appendix 33) have been expressed in an actual agreement that Breatheology can support.

Airofit claims that this has not been added.

In addition, the case concerns some past claims from Breatheology regarding compensation as well as remuneration for work performed. Airofit claims that Breatheology is not entitled to any compensation or remuneration.

 

Comments on the applicants’ submissions:

The plaintiffs ‘case presentation is generally distorted, misleading and does not give the full picture of the parties’ cooperation.

 

The cooperation of the parties:

In September 2019, the parties (Breatheology and Airofit) initiated discussions on a collaboration.

The contact was established between Breatheology’s ‘CEO’ Jakob Mathiesen and Jens Ørnbo (board member of the defendants), Appendix A.

Breatheology was at that time in the situation that the market for the company’s products and services was declining (see Appendix 12). The company was thus looking for opportunities to increase sales of Breatheology’s books and courses. In this connection, a collaboration with Airofit was an obvious opportunity.

Airofit was and is interested in initiating cooperation with companies that can assist with the sale of Airofit units, including companies with associated role models (ambassadors). In this connection, Breatheology was at that time an interesting partner.

The parties’ first contact was at the end of September 2019, cf. e-mail of 30 September 2019 from Jacob Mathiesen, Appendix A. The initial contact was followed up by several others and discussions at the beginning of October 2019, Appendix B-C. During the discussions, it was an important prerequisite for Airofit that Breatheology had a sufficient organization to be able to promote the collaboration, which was considered to be acceptable, as long as Jacob Mathiesen and Sofus Grum-Schwensen worked for Breatheology.

Airofit thus considered Stig Severinsen to be the “front figure” in Breatheology. Stig Severinsen was interesting as an ambassador for Airofit, but could not personally praise the collaboration

In November 2019, the discussions had come so far that the parties in principle agreed to start a collaboration where Breathology’s courses etc. was sold together with Airofit’s product in “bundles”. As stated in the email of 2 November 2019 from Jacob Mathiesen

(Appendix D) was the step-by-step proposal from Breatheology at the time:

(i) The parties were to start an initial sales collaboration up to November 2019.

(ii) The parties were then required to evaluate the cooperation and enter into an LOI (letter of intent).

(iii) Airofit was then to be integrated into Breatheology’s courses, just as Airofit’s product was to be promoted in connection with Stig Severinsen’s upcoming record attempt.

(iv) Finally, an actual contract for future closer cooperation should entered into between the parties.

It is noted that Airofit has not made any commitment to implement the step-by-step points, but Breathology’s position clearly shows the understanding that existed at that time between the parties that the cooperation was in an initial phase, which eventually – possibly – could matures and transitions to a firmer form of collaboration.

 

The initial sales cooperation (point (i)):

In relation to the first point (i), the parties continued the negotiations, for example at the discussions in Annexes E-H, where the different settlement rates, etc. was left.

The discussions led to the agreement in Appendix J, which was launched by Airofit at the end of November 2019.

As stated in the agreement (Annex J), this cooperation agreement ran until 1 March 2020, when it could be renewed. After the collaboration, Breatheology would receive a commission (kickback) from the sales of Airofit units that were made during the collaboration. In addition, Breatheology also benefited from the additional courses and books that were sold through the contract in bundles sales.

The collaboration has continued after March 1, 2020, when Breatheology has been settled for commission on an ongoing basis.

The cooperation between the parties was in the best interests of the fad and thus not a unilateral agreement, as Breatheology describes it in the summons. It is also noted that Breatheology, due to the collaboration and solely on the basis of bundles sales, has had earnings of approx. 1.05 million DKK, cf. Appendix K.

Airofit has subsequently been able to state that Breatheology’s earnings were created, among other things, by “spying” on Airofit’s massive marketing, as Breatheology has “retargeted” the potential customers Airofit had already paid several million kroner to reach with the initial marketing campaigns. As Breatheology’s bundle’s offer to purchase an Airofit unit and course / book was cheaper than Airofit’s standard price, a significant proportion of customers chose to purchase via Breatheology.

As a result, Breatheology has gained a turnover that actually accrued to Airofit. This discrepancy is not taken into account in Annex K.

When this “retargeting” model was stopped, Breatheology’s turnover dropped significantly

 

The parties then had to evaluate the cooperation and enter into an LOI (letter of intent), (point (ii)):

In early 2020, Breatheology began to push for more formalized collaboration.

Breatheology’s “carrot” for Airofit was the opportunity for exposure in the program “Climb to the top with the Wozniacki family”. Due to the schedule of the program recordings, Breatheology pressed for an LOI, which confirmed the parties’ intention for the future collaboration.

On 2 March 2020, Airofit submitted a draft LOI, which loosely set out some goals, before the final goal for Breatheology – shares in Airofit – could be achieved, Appendix M.

Thereafter, the partie discussed the content of the LOI between March 3rd and March 5th 2020, Annex N-P, which led to the conclusion of Annex 33.

It is clear from the negotiations and Appendix 33 that the LOI did not finally settle the requirements that had to be met by Breatheology until the assumed goals had been achieved. These objectives, etc. were loosely described and referred for later clarification, which was otherwise in accordance with the step-by-step plan in Annex D.

In particular, it is noted that a time frame for obtaining them had not yet been set not defined in Appendix 33, so it must be rejected that the “the measurement period” was only until 31 May 2020.

 

Breatheology’s action in relation to. iii and iv:

As mentioned above, the points in Annex 33 had not yet been finally agreed, as the parties had only entered into a letter of intent

This view is otherwise confirmed by Breatheology prior to the conclusion of the LOI, cf. appendix 35, sms of 2 April 2020, where Stig Severinsen writes: “What is the date for your next GM and when do you intend to send something more official? Both LOI and a more binding collaboration / co-ownership agreement?”

This shows that Breatheology / Stig Severinsen was fully aware that LOI could not stand alone, but should be replaced by “a more binding collaboration / co-ownership agreement”.

This is further confirmed by Appendix 35, sms of 8 April 2020, sent after the acceptance of the LOI in Appendix P, where Breatheology/Stig Severinsen writes the following: “Ok, thank you for the preliminary update. Fine with LOI/ Lawyer. .. where expected you send me something concrete.

This is also confirmed in appendix 34, sms of 24 August 2020, where Breatheology/Stig Severinsen pushes for an actual agreement, so that “we had the same expectations”.

In addition, it is clearly stated in Appendix 35, sms of 6 October 2020 from Jens Ørnbo, that “There is full consensus on concluding a proper agreement so that you know what you should relate to. ”

It is clear from this that the final agreement with Airofit would contain conditions that would have to be fulfilled by Breatheology in the future.

This is also confirmed by Breatheology/Stig Severinsen in appendix 35, sms of 16 October 2020, in which Stig Severinsen writes the following:

”Christian (the director of Airofit, my addition) called yesterday and started by apologizing for the poor communication and much more, so it was great. And we hope it gets better in the future. He also confirmed that the document is with the lawyer and would be sent to me soon, without you to set a date or appointment. I asked what he thought was missing to be fulfilled but he would not just comment on that but would come back to that. I also drew attention to the fact that he had always been asking me that the agreement should be signed/formalized in the spring, and it was therefore unreasonable to look at the future/summer KPI’s (where I just sat down with my arms crossed and waited). He could understand that and agreed. I also asked who authored the document (LOI). He and Jacob did that. And he now wanted to make a “sharper” draft with the Lawyer… but it did not seem to the Board was involved in the formulation. Now let’s see – let’s hope everything claps and goes away from here .. “

It is clear from this correspondence that Breatheology was keenly aware that the LOI was to be replaced by a final agreement which was not yet in place. The parties were thus still in negotiations on the final content of the agreement, which over time could possibly give Breatheology an ownership in Airofit.

On 20 November 2020, the general meeting of Airofit approved an authorization for the Board of Directors, after which it could issue up to 22,143 A-warrants to Breatheology on one or more occasions. Thereafter, the company law basis was provided to enter into it

final agreement with Breatheology, so that Airofit’s Board of Directors could then define the individual targets that Breatheology had to meet in order to be granted warrants

Unfortunately, the collaboration with Breatheology at this time was somewhat tense. Jacob Mathiesen and Sofus Grum-Schwensen had left Breatheology, and the daily collaboration with Stig Severinsen was difficult.

At the same time, Airofit became aware that Stig Severinsen had not “tagged” Airofit in connection with his record in sea diving in December 2021, which was particularly disappointing, as this from the start of the collaboration had been a prerequisite for Airofit, cf. Appendix D.

The final break in relation to the discussions about a dismantling of the LOI in a concrete agreement happened, however, when Stig Severinsen (who must be identified with Breatheology) on social media began to make controversial statements about, among others, the Danish government and Prime Minister Mette Frederiksen in particular. Appendix Q presents a post from Stig Severinsen’s Facebook page of 7 December 2020, in which the Prime Minister is referred to as “Nazi-Mette”, just as the post is accompanied by hashtags “Nazi”, “Nazism”, “Fascism”, ‘ ‘corruption’ and ” corrupt government ‘

These statements, which in Denmark are punishable statements pursuant to section 267 of the Criminal Code, (with the possibility of tightening pursuant to section 268 of the Criminal Code), made a future closer collaboration with Breatheology and Stig Severinsen undesirable for Airofit, which led to the repeal in Appendix 41.

It is noted that Breatheology and Stig Severinsen, after the commencement of a nerve-wracking trial, have continued their somewhat peculiar approach to the use of social media, as the summons and several appendices have been submitted for public download, accompanied by a colorful mention of the case, Appendix R. Mention of the case has also been sent to recipients on Stig Severinsen’s email list, Appendix S.

The undersigned has tried to stop this broadcast, which, however, only led to the following statements from Breatheology Stig Severinsen to recipients on the email list, appendix T.

The publication and publicity of Airofit has led to a market disruption with associated losses for Airofit.

The process illustrates – together with the report to the Consumer Ombudsman – that Breatheology/Stig Severinsen is apparently in the process of an unprofessional vendetta, which is difficult to curb, as both plaintiffs are domiciled outside the EU.

 

SUBMISSIONS:

Right plaintiff:

It is argued that Breatheology is the proper plaintiff in the case.

Although Annex 33 is somewhat unclear in relation to the recipient of the possible ownership interests in Airofit (which merely emphasizes the provisional and non-binding nature of the LOI), it should have been obvious between the parties that if a final agreement had to be reached, granting warrants, the recipient of which was to be Breatheology.

Stig Severinsen thus does not have an independent party role in the case other than being the front figure and owner of Breatheology.

Therefore, Airofit must be acquitted of all of Stig Severinsen’s claims.

In the event that the court has to conclude that Stig Severinsen is the right plaintiff in the case, the following allegations made against Breatheology must apply to Stig Severinsen to the same extent.

 

Breatheology First Claim:

On the principal claim:

From the beginning of the parties’ cooperation, it was assumed that this would unfold in accordance with the step-by-step development, which Breatheology itself illustrated in Appendix D.

It was thus assumed that an LOI (letter of intent) was to be entered into, which would subsequently be replaced by a final, binding agreement. This is clear from the negotiations which led to the conclusion of the declaration of intent, from the subsequent negotiations and the subsequent statements by the parties.

It is thus disputed that a final, binding agreement has been concluded between the parties.

A letter of intent is a forward-looking, preparatory document that imposes on the parties a moral but not legal obligation to enter into a subsequent binding agreement. It is precisely this form that Annex 33 has in the present case, which is partly documented of Appendix D, as well as the content of Appendix 33 and the subsequent course, where both parties have agreed that the course should result in a concrete, binding agreement on terms in connection with the granting of warrants to Breatheology

It is emphasized that the content of Appendix 33 did not have a specificity in relation to which goals the Breatheology was to achieve or in relation to which period was to be measured, including nowhere is it documented that the period alone was to last until 31 May 2020. It is clear from the correspondence that the parties also did not agree here and that this should be clarified in connection with the conclusion of the final, binding agreement.

The statement of intent in Appendix 33 is thus solely a statement of intent, which is why Airofit must be dismissed.

 

On the subsidiary and alternative subsidiary claim:

It is noted that the LOI’s provision that Breatheology should be compensated “accordingly” only referred to the situation that the parties entered into a final, binding agreement, which was not subsequently approved by the general meeting.

The process became different, with the general meeting de facto approving an authorization for the board to issue warrants to Breatheology; an authorization that the Board of Directors could use once a final, binding agreement had been entered into.

As stated above, such a final, binding agreement was never entered into.

The claim is thus based on a non-existent contractual relationship, which is why Breatheology’s claim can only be based on the rules on pre-contractual liability, which can at best result in a claim for negative contractual interest.

It must therefore be rejected that there is a basis for a requirement of positive performance interest, as stated in the subsidiary claim.

In addition, it has not been documented that there is a liability-related relationship with Airofit. Although the negotiation process may have been lengthy, this is not due to the fact that negotiations have taken place in earnest.

The market and Airofit were affected by the aftermath of the COVID-19 situation, which among other things meant that Airofit’s general meeting could not be held until November 2020. In addition, Airofit’s shareholders had to be convinced of the appropriateness of issuing warrants to Breatheology.

However, as is also clear from the parties’ correspondence, there have been real negotiations, as Airofit’s intention was to reach a final, binding agreement with Breatheology. The relationship was simply that the process was delayed for several reasons.

The fact that Airofit, on the basis of Breatheology/Stig Severinsen’s inappropriate and unacceptable statements and a growing dissatisfaction with the collaboration, chooses to interrupt the negotiations does not mean that a liability can be raised against Airofit. It is also disputed that Airofit should have shown inaction in relation to the statements.

Finally, it is noted that Breatheology and Stig Severinsen have not documented a loss which has a causal connection or is otherwise adequate in relation to the interrupted collaboration.

 

Breatheology’s 2nd claim

From November 2019 until May 2021, the parties have had a collaboration regarding the sale of Airofit units, where Breatheology has received commission.

The collaboration has been in the interest of both parties, including Breatheology and Stig Severinsen have benefited from being able to use the news interest around the Airofit unit, which is an innovative product with unique features, to promote its own brand, which was appealing, for the collaboration with Airofit was established, see also Annex 12.

Breatheology and Stig Severinsen thus had a vested interest in promoting Airofit, as Breatheology earned commissions on the sales that the company was responsible for, just as the Airofit brand had a positive contagious effect on the Breatheology brand.

Furthermore, there is no basis for agreement or liability for a claim, just as there is no evidence of a loss that is causal or adequate.

The fact that Breatheology – allegedly – has incurred costs for marketing Airofit and promoted the same, is largely due to the desire to secure itself a higher commission income and can thus under no circumstances be reported as a “loss”.

 

Breatheology’s third claim:

This statement, which concerns the use of Breatheology and Stig Severinsen in connection with the marketing of Airofit, again seems to have been made on an unfounded basis.

As explained above, the parties initiated a collaboration in November 2019 in relation to the sale of Airofit units, where Breatheology and Stig Severinsen implicitly agreed to be used in connection with advertising for Airofit.

This collaboration has continued and did not end until May 2021. After the collaboration ended, Airofit removed all references to Breatheology and Stig Severinsen.

It must therefore be rejected that the use of Breatheology or Stig Severinsen has taken place unjustifiably, just as there is no basis for compensation and / or remuneration.

**o0o**

The plaintiffs’ publications in Appendix R-T constitute acts which are contrary to §§ 3, para. 1 and § 20, para. 3 of the Marketing Act. The actions are compensatory for the plaintiffs, cf. section 24, subsection 2 of the Marketing Act.

Due to the market disruption, Airofit suffered a loss, based on the announcements in Appendix R-T, which is estimated at a minimum of DKK 500,000.

This loss is initially set off against Breatheology’s receivable commission.

The remaining loss is claimed for compensation in any claim that Breatheology/ Stig Severinsen had to be awarded.

 

PLAINTIFF’S REQUESTS

The plaintiffs made a number of requests, to which Airofit made the following observations:

 

First request:

The request concerns board of director meetings, which are not public and otherwise are not seen to be of significance to the case. The request will not be fulfilled.

 

Second request:

The call concerns all prepared budgets and forecasts for the coming years for Airofit. The material is not public and the information is not considered to be relevant to the case and the provocation will not be fulfilled.

 

Third request:

Breatheology regularly received overviews of units sold through the cooperation between the parties, as this information has been accessed to Breatheology in connection with the settlement of commissions. If Breatheology wants these auditor’s certificates, Airofit is happy to contribute to this, but the expenses must be paid by Breatheology.

 

Request 4-6:

Airofit does not have a formalized value system, but of course has the value set that it does not make criminal and defamatory statements and not at all statements that the country’s prime minister is a Nazi. Such a thing is inherently inadmissible and completely unacceptable.

If Breatheology and Stig Severinsen claim that they were unaware of this, this alone reassures Airofit that the decision to terminate the collaboration was the right choice.

 

Request 7 and 8:

These requests will not be met.

 

CASE TREATMENT

The case can be heard by a city court judge.

 

EVIDENCE:

During the main hearing, the defendant will present Christian Tullberg Poulsen as a witness with party status.

Furthermore, the defendants will have Jens Ornbo, Jacob Mathiesen, Sofus Grum-Schwensen and Hans-Christian L. Plett as witnesses.

 

APPLICATION FOR SECURITY FOR COSTS:

Airofit requests that Breatheology and Stig Severinsen each in particular provide security for the legal costs that they may be required to pay to Airofit (whereby it must be remembered that at least one of the plaintiffs will lose the case to Airofit)

Breatheology is a Hong Kong based company. Hong Kong is not covered by the Hague Convention of 1954, cf. Annex U, which is why section 321, subsection 2 of the Judiciary does not apply.

Stig Severinsen lives in Dubai, which is not covered by the 1954 Hague Convention

In connection with the determination of the security, the City Court must keep in mind that a collection in the plaintiffs’ domiciles will be particularly difficult, which is also confirmed by Stig Severinsen in Appendix T.

Therefore, the security must be determined in the upper part of the case cost range.

 

DOCUMENTS

Appendix A: E-mail correspondence of 30 September and 1 October 2019 between Jens Ørnbo and Jacob Mathiesen.

Appendix B: E-mail of 3 October 2019 from Jens Ørnbo to Jacob Mathiesen and Sofus Grum-Schwensen.

Appendix C: E-mail of 23 October 2019 from Jacob Mathiesen to Jens Ørnbo.

Appendix D: E-mail of 2 November 2019 from Jacob Mathiesen to Jens Ørnbo and Christian Tullberg Poulsen.

Appendix E: E-mail correspondence in the period November 2 to November 4, 2019 between the parties.

Appendix F: E-mail of 5 November 2019 from Christian Tullberg Poulsen and Jacob Mathiesen

Appendix G: E-mail correspondence of 6 and 7 November 2019 between Jacob Mathiesen and Christian Tullberg Poulsen.

Appendix H: E-mail correspondence of 19 and 20 November 2019 between Jacob Mathiesen and Christian Tullberg Poulsen.

Appendix J: E-mail 15 November 2019 from Christian Tullberg Poulsen to Jacob Mathiesen with attached cooperation agreement.

Appendix K: Statement of Breatheology earnings through the collaboration with Airofit

Appendix L: E-mail of 27 February 2020 from Jacob Mathiesen to Christian Tullberg Poulsen et al.

Appendix M: E-mail of 2 March 2020 from Christian Tullberg Poulsen to Jacob Mathiesen with accompanying draft letter of intent.

Appendix N: E-mail of 3 March 2020 from Jacob Mathiesen to Christian Tullberg Poulsen et al.

Appendix O: E-mail of 4 March 2020 from Claus Peter Jakobsen to Christian Tullberg Poulsen and Jens Ørnbo.

Appendix P: E-mail correspondence of 4 and 5 March 2020 between Jacob Mathiesen and Christian Tullberg Poulsen and Claus Peter Jakobsen.

Appendix Q: Printout of Stig Severinsen’s Facebook post of 7 December 2020.

Appendix R: Breatheology’s press release of April 18, 2021

Appendix S: Stig Severinsen’s letter to recipients on his e-mail list of 18 April 2021.

Appendix T: Stig Severinsen’s letter to recipients on his email list of April 20, 2021.

Appendix U: Printout from HCCH’s website.

 

Copenhagen, May 25th 2021

Rasmus Hoffery Nielsen

 

RESponse to AIROFIT'S DEFENSE FROM OUR LAWYER

 

RESPONSE

Copenhagen City Court 

June 18th 2021

 

Journal no.: BS-14788/2021 

Case no. 70863

 

Breatheology Limited 

Hong Kong Company Registry No. 1977302 

15/F, BOC Group Life Assurance Tower No. 136 

Des Voeux Road Central 

Wanchai, Hong Kong

 (”Breatheology”) 

(Lawyer Sebastian Lysholm Nielsen) 

 

Versus

 

Airofit A/S 

CVR-nr. 37 61 87 72 

Teglværksgade 37, 3. 2100 København Ø

 (”Airofit”) 

(Lawyer Rasmus Hoffery Nielsen)

 

This reply is limited to the applicant’s position solely on requests, including a request for security, in accordance with the Court’s letter of 31 May 2021.

 

1. STATEMENT

In continuation of Airofit’s binding declaration in the defense that Breatheology is the right plaintiff in relation to all claims made, including in particular in relation to the receipt of A-warrants/2.5% of the share capital in Airofit, and that the cooperation only consisted between Breatheology and Airofit, Stig Severinsen has resigned from the case, and the allegations made in the summons are thus clarified as follows:

First Claim

Primary:

Airofit A/S is obliged to issue A-warrants, each of which must give the right to subscribe for an A-share with a nominal value of DKK 1.00 in Airofit A/S at a price of 100 to Breatheology Limited, cf. clause 3.8 in the Articles of Association of Airofit A/S of 20 November 2020, so that Breatheology Limited acquires A-shares corresponding to 2.5% of the total share capital in Airofit A/S upon utilization of the A-warrants in question.

 

Alternative:

Airofit A/S is ordered to pay Breatheology Limited an amount corresponding to the value of 2.5% of the total share capital in Airofit A/S, however a minimum of DKK 2,125,041,with the addition of interest from the present case, as is the usual process, and until payment is made.

 

Second alternative:

Airofit A/S is obliged to acknowledge that Airofit A/S is obliged to pay Breatheology Limited for the work performed by Breatheology Limited and promotion of Airofit A/S in the period from 23 November 2019 to 15 February 2021, with the addition of interest from the present case, as is the usual process, and until payment is made.

 

Second Claim

The second claim is now included in the second alternative of the first claim and is thus waived as an independent claim.

 

Third Claim

Airofit A/S is ordered to acknowledge that Breatheology Limited is entitled to remuneration and compensation in connection with Airofit A/S ‘unlawful exploitation of Breatheology’s intellectual property rights and image rights, including and in particular the trademarks BREATHEOLOGY and STIG SEVERINSEN and Stig Severinsen’s name and image, since November 23, 2019.

 

Reservations are still made to change and expand the claims made and to make further claims, including an extension of any scope and estimate.

 

2. SUPPLEMENTARY CASE PRESENTATION AND SUBMISSIONS

 

2.1 Parties involved in the case and the background for Stig Severinsen’s withdrawal from the case

 

In the defense on page 2, Airofit has stated that “Stig Severinsen is not an involved party in the agreement with Airofit, which is why it is a mistake for Stig Severinsen to act as a co-plaintiff in the case at all.”

 

However, it is clear from the agreement of 11 April 2020 in the form of a Letter of Intent prepared by Airofi, in particular cf. Appendix 33, that there are the following three parties in the agreement:

“Airofit A/S”, represented by Christian Tullberg Poulsen, director of Airofit

“Breatheology” and

“Stig Severinsen.”

 

Stig Severinsen is also individually and independently identified in the text of the agreement, which explicitly authorizes Stig Severinsen’s rights, including in the form of membership of Airofit’s advisory board.

 

In addition, Letter of Intent authorizes payment for both Breatheology and Stig Severinsen.

 

Airofit’s lawyer has, as recently as 15 February 2021, cf. Appendix 41, exclusively attributed to Stig Severinsen.

 

It has therefore been justified and reasonable that Stig Severinsen originally acted as a party to the case.

 

It is therefore also not correct, as stated in the defense on page 13, that “at least one of the plaintiffs will lose the case to Airofit”.

 

Given that the Letter of Intent was prepared by Airofit, any alleged “error” can in any case depend solely on Airofit’s circumstances.

 

Airofit has also confirmed in page 8 of their defense, that the Letter of Intent issued by Airofit “is somewhat unclear in relation to the recipient of the possible ownership interests in Airofit.”

 

However, it cannot harm Stig Severinsen that Airofit has breached its promises made in Letter of Intent with the consequence that it has been necessary to issue a summons, and that Stig Severinsen has also been forced, as a result of the wording in Letter of Intent, to act as a party.

 

As a result of Airofit’s binding declaration in the defense that Breatheology is the right plaintiff in relation to all claims made, including in particular in relation to the receipt of A-warrants / 2.5% of the share capital in Airofit, and that the cooperation consisted only between Breatheology and Airofit, Stig Severinsen has resigned from the case.

 

Given that the ambiguities in Letter of Intent will only harm Airofit, and since Stig Severinsen’s initial participation in the action depends on Airofit’s circumstances, it is argued that Airofit should not be awarded legal costs as a result of Stig Severinsen’s resignation, especially as the allegations have been substantively upheld, and as Airofit, as a result of the identical arguments put forward on behalf of Breatheology as well as Stig Severinsen, has not been charged separately with having to deal with further substantive matters. which is also confirmed by the content of the defense.

 

It is emphasized in conclusion that Stig Severinsen has given Breatheology a license for all his intellectual property rights as well as image rights, and that Breatheology is also liable to prosecution in regards to the aforementioned rights. For that reason alone, it does not affect claim 3 that Stig Severinsen resigns from the case.

 

2.2 Security for legal costs

 

Breatheology recognizes that Airofit has the right to request collateral.

 

However, it is argued in this connection that any security must be provided at the low end of the scale, as it is based on the evidence already presented, including Airofit’s acknowledgment of having to honor Breatheology, and Airofit’s refusal to comply with the requests for more information made by Breatheology, which therefore it must be considered as most likely that it is Airofit who will have to pay legal costs to Breatheology.

 

3. REQUESTS

 

In the subpoena, Airofit has been asked to provide a number of important information to shed light on the matter. Airofit has essentially refused to comply with these requests, which will be commented on below.

 

Airofit has previously been invited (1) to present all board meeting notes for the board meeting held in Airofit in the years 2019-2021.

 

Airofit has refused to comply with this request.

 

The invitation is relevant to the case and made in order to document the discussions and considerations that have taken place in the Board of Directors in relation to the parties’ cooperation and those of Airofit’s very concrete promises made to Breatheology in Letter of Intent.

 

The request is also relevant to the case and made in order to document that there has been no dissatisfaction with Airofit over the efforts made by Breatheology, and that no complaint has been accepted either.

 

Finally, the invitation is relevant to the case and made in order to document the discussions and deliberations that have taken place in the Board of Directors in relation to the adoption of the warrant program, the submission of the warrant program to the general meeting and the Board’s invitation to the general meeting to adopt the warrant program.

 

It is argued that Airofit’s refusal to comply with the request must be attributed procedural damages, cf. section 344 (1) of the Administration of Justice Act. 2, in the sense that the Court of First Instance must base its decision on the following facts:

 

  • Airofit has approved and even considered the Letter of Intent, with the very specific promises made by Airofit, to be legally binding between the parties;
  • Airofit has been completely satisfied with the efforts made by Breatheology; and
  • Airofit has been satisfied to such an extent that Airofit’s Board of Directors has actively worked for the adoption of the warrant program in Breatheology’s favor, including by urging the general meeting to adopt the warrant program, as Airofit has considered Breatheology to be entitled to the promised ownership interest of 2.5 % of the share capital in Airofit.

 

Airofit has previously been requested (2) to present all prepared budgets and forecasts for the coming years to Airofit.

 

The request is relevant to the case and made in order to document the economic value that Breatheology’s efforts have created for Airofit.

 

It is argued that Airofit’s refusal to comply with the request must be attributed as adverse inference, cf. section 344 (1) of the Administration of Justice Act. 2, in the sense that the Court must make the following factual grounds for deciding the case:

 

  • Breatheology’s efforts have created significant economic as well as intangible value for Airofit.

 

Airofit has previously been requested (3) to submit auditor-certified documentation for Airofit’s total revenue and profits via Breatheology / Stig Severinsen in the following periods:

 

– The period from 23 November 2019 to 31 May 2020.

– The period from 1 June 2020 to 15 February 2021.

– The period from 16 February 2021 until d.d.

 

This request is relevant to the case and made in order to document the economic value that Breatheology’s efforts have created for Airofit. The request also deals with an inventory of “Airofit’s total revenue”, and thus not only that which has taken place directly via Breatheology.

 

It is argued that Airofit’s refusal to comply with the request must be attributed as adverse inference, cf. section 344 (1) of the Administration of Justice Act. 2, in the sense that the Court must make the following factual grounds for deciding the case:

 

  • Airofit’s total revenue in the period from 23 November 2019 is essentially created solely through the cooperation between the parties and based on the significant promotion and positioning of Airofit, which Breatheology has secured for Airofit, and which Airofit continues to benefit significantly from.

 

Airofit has previously been requested (4) to provide Airofit’s set of values, provided that it truly exists.

 

Airofit has previously also been requested (5) to provide documentation of the date the set of values has been adopted, in case Airofit has one.

 

Airofit has previously also been requested (6) to provide documentation for the disclosure of Airofit’s set of values to Breatheology, should Airofit claim that their “claimed” set of values have been handed out to Breatheology.

 

These requests are relevant, as Airofit has mentioned it and based its unjustified termination of the cooperation in the termination letter of 15 February 2021, cf. Appendix 41.

 

Based on Airofit’s response to the requests, it can be assumed that:

 

– Airofit has no set of values;

– Airofit has not adopted any set of values; and

– Airofit has not provided any set of values to Breatheology

 

and that Airofit’s termination of the cooperation has also been unjustified and unauthorized for this reason as well.

 

Airofit has previously also been requested (7) to provide documentation for the following:

 

  • Any form of exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights, for which Breatheology/Stig Severinsen has not specifically given consent, in the period from 23 November 2019 to 31 May 2020, including via its own website and social media.
  • Any form of exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights, for which Breatheology / Stig Severinsen has not specifically given consent, in the period from 1 June 2020 to 15 February 2021, including via its own website and social media.
  • Any form of exploitation of Breatheology’s/Stig Severinsen’s intellectual property rights as well as image rights in the period from 16 February 2021 until now, including via its own website and social media.

 

In connection to this request, it is specified that the documentation must include (i) documentation for the specific utilization, including eg the specific use of eg Stig Severinsen’s name and image as well as the trademark BREATHEOLOGY (word), and (ii) documentation for the scope and intensity of the utilization, including, for example – in terms of exploitation via Facebook and other social media – number of views, comments, shares, etc.

 

The request is relevant and necessary, as Breatheology does not itself have access to information, and as the information is necessary for Breatheology to be able to illustrate the scope of the violations to the Court,

 

It is argued that Airofit’s refusal to comply with the request must be attributed as adverse inference, cf. section 344 (1) of the Administration of Justice Act. 2, in the sense that the Court must base its findings on Breatheology’s estimates of the extent of the infringements.

 

Airofit has previously been requested (8) to provide auditor-certified documentation of Airofit’s total revenue and profits for the following periods:

 

  • The period from 23 November 2019 to 31 May 2020.
  • The period from 1 June 2020 to 15 February 2021.
  • The period from 16 February 2021 until d.d.

 

The request is relevant and necessary, as Breatheology does not itself have access to information, and as the information is necessary for Breatheology to be able to illustrate the scope of any claim for remuneration and compensation to the Court , regardless of claim 3 with this pleading being converted into a claim for recognition.

 

It is argued that Airofit’s refusal to comply with the request must be attributed as adverse inference, cf. section 344 (1) of the Administration of Justice Act. 2, in the sense that the Court uses Breatheology’s estimates of Airofit’s revenue and profits as base.

 

Airofit has not made any requests in their defense.

 

4. PROCEDURAL NOTICE

 

Procedural notices to the plaintiff can be sent to lawyer Sebastian Lysholm Nielsen, Lundgrens, Tuborg Boulevard 12, 2900 Hellerup, with reference to case number. 70863.

 

Lundgrens Law Firm P/S

Sebastian Lysholm Nielsen 

Advokat, Director 

REQUEST FrOM AIROFIT's LAWYER to move prepatory hearing

 

Announcement

June 24th, 2021

 

From Rasmus Hoffery Nielsen

To the Court

 

Time of telephone hearing

Case no. BS-14788/2021-KBH, Breatheology Limited et. al. (2) against Airofit A/S

 

I have main hearings in the Copenhagen City court on the 7th and 8th of July this year, which is the 9th or 12th of July this year would suit me better.

 

Yours sincerely,

Rasmus Hoffery Nielsen

 

This announcement contains special requests that the court must decide on during the preparation of the case: Yes

 

COURT ANNOUNCES DATE OF PREPARORY CONFERENCE CALL

 

Lawyer Sebastian Lysholm Nielsen 

Lawyer Rasmus Hoffery Nielsen

June 24th, 2021

Case BS-14788/2021-KBH

Breatheology Limited et. al. (2) against Airofit A/S

The court convenes a preparatory conference call

Friday, July 9th, 2021 at 8:30 pm

where you need to call (Telephone number) wait for instructions and dial (Special code)

If you are calling from abroad, however, you must call (Telephone number)

If you are unable to connect to the conference call due to technical issues, please call us at our regular telephone number and let us know immediately.

We have set aside 30 minutes for the hearing.

The Parties and the Court shall discuss the following:

  1. The Parties stance on the factual and legal circumstances of the case.
  2. Settlement options.
  3. Mediation and possible board proceedings.
  4. The further development of the case.
  5. Time of main hearing.
  6. Costs that may be associated with the case.

Each Party shall meet with a person with the jurisdiction to decide on the above points and discuss settlement options.

We expect the Parties to be able to explain how they tried to resolve their disagreement before the lawsuit was filed.

If Breatheology Limited is absent from the meeting without valid reason, the court dismisses the case.

If Airofit A/S is absent from the meeting without valid reason, the court may make a ruling on Breatheology Limited’s claim.

You can read more at domstol.dk

If you have any questions, please feel free to contact us.

 

Yours sincerely,

Birthe Plum

Principal Administrative Assistant

 

RESULTS OF CONFERENCE CALL - 9 JULY 2021

 

COPENHAGEN CITY COURT

COURT RECORDS

 

On July 9, 2021 at 09:30, the Copenhagen City Court held a private hearing in the court building.

 

Judge Pia Petersen dealt with the case.

 

Case no.  BS-14788/2021-KBH 

 

Breatheology Limited 

(lawyer Sebastian Lysholm Nielsen) 

and

Stig Severinsen 

(lawyer Sebastian Lysholm Nielsen) 

against

Airofit A/S 

(lawyer Rasmus Hoffery Nielsen) 

 

Conference call

Breatheology Limited was represented by lawyer Sebastian Lysholm Nielsen. Airofit A/S was represented by lawyer Rasmus Hoffery Nielsen. The parties filed a motion as in the pleadings.

The case was discussed.

 

Scope and Estimate:

The plaintiff applied for a review of 2 assessments.

The other party had the opportunity to comment.

The court set a deadline of 30 July 2021 for the plaintiff to submit the questions that are to be asked of the assessors.

The plaintiff suggested that Danish Marketing and Danish Auditors be contacted for proposals for suitable inspectors and assessors.

Once the parties have prepared their questions and the parties have reached an agreement on the assessors, the plaintiff must obtain information from the proposed assessors on when the statements of assessment can be expected to be available, as well as a reasonable estimate of the expected costs of carrying out this assessment, including a court hearing. The estimate will include both the appraiser’s fees and other expenses. If the scope or nature of the parties’ questions results in increased costs, the appraiser’s price estimate may indicate a breakdown of costs for answering each party’s questions.

The court expects to receive the assessors’ estimates by 24 September 2021. The court will appoint the proposed assessors, unless the parties have objected within 1 week of the submission of the estimate.

The court noted that the plaintiff and his lawyer are liable for the costs of inspection and assessment. However, the other party and his lawyer are also liable for the part of the costs that can be attributed to answering the other party’s questions. The party who wants the appraiser summoned to the main hearing is responsible for the costs. The court may decide that security must be provided for the costs of inspection and assessment, cf. the Administration of Justice Act, section 208, subsection. 3.

 

Schedule of main hearing

The main hearing is to take place on 30 and 31 March 2022, at 09.30-15.30 and on 1 April 2022 at 13.00-15.30 in courtroom 14 (both days). The attendees have been made aware of the effects of absence, cf. section 362 of the Administration of Justice Act.  

The parties must immediately notify witnesses and others present at the main hearing. The parties cannot expect the time of the main hearing to be changed if the parties request this later than 14 days from today.

The court noted that the case preparation ends 4 weeks before the time of the beginning of the trial, cf. section 356 (1) of the Administration of Justice Act. 1.

The assessment fee of DKK 28,050 was charged to lawyer Sebastian Lysholm Nielsen with The amount must be paid to the court no later than 3 months before the main hearing. The fee will be refunded if it is notified to the court no later than 6 weeks before the main hearing that the case has lapsed. The fee is refunded by one third or at least DKK 500 if the case is closed without a judgment, by default judgment or by a party responding in the affirmative.

 

The court decided that the parties must submit documents of their claims no later than 14 days before the main hearing, cf. section 357 of the Administration of Justice Act. 5.

The court must request the plaintiff to submit a timetable approved by all parties at the same time as the document of claim. Please set aside 10 minutes for the day and afternoon break as well as lunch from kl. 12 – 13.

The court decided that an extract must be prepared, cf. section 357 of the Administration of Justice Act. The extract must be submitted to the court in paper form in one copy no later than 10 days before the main hearing. The attendees were made aware of the effects of absence cf. the Administration of Justice Act, section 360, subsection. 6, cf. 1.

The court must request that the parties, no later than the day before the main hearing on minretssag.dk, submit a statement of the expenses they have incurred in the case and which they believe should be included in the decision on legal costs, including expenses for court fees, inspections and assessments, experts statements, etc.

If a collection of materials is prepared, the court recommends that only a joint collection of materials is prepared in paper form.

Case postponed.

 

Published for the portal on 09-07-2021 at 12:49

Recipients: Plaintiff Breatheology Limited, Defendant Airofit A / S, Lawyer (H) Rasmus Hoffery Nielsen, Lawyer (L) Sebastian Lysholm Nielsen

 

Announcement of main hearing date

 

July 9, 2021

 

Lawyer Sebastian Lysholm Nielsen

Plaintiff Stig Severinsen

Defendant Airofit A/S

Lawyer Rasmus Hoffery Nielsen

 

Case BS-14788/2021-KBH

 

Breatheology Limited et al. (2) against Airofit A/S 

 

The court convenes a main hearing in courtroom 14 on each of the following days:

 

Wednesday, March 30, 2022 at 09:30 – 15:30

Thursday 31 March 2022 at 09:30 – 15:30

Friday, April 1, 2022 at 13:00 – 15:30

 

We have set aside 2 days for the main hearing.

When you appear in court, access may be on the condition of you allowing for inspection of the clothes you are wearing and the goods in your possession.

You can read more at domstol.dk.

If you have any questions, please feel free to contact us.

Yours sincerely,

Birthe Plum

Principal Administrative Assistant

Published for the portal on 09-07-2021 at 12:49

Recipients: Plaintiff Breatheology Limited, Defendant Airofit A / S, Lawyer (H) Rasmus Hoffery Nielsen, Lawyer (L) Sebastian Lysholm Nielsen

 

pleading from our lawyer

 

PLEADING 1

Copenhagen City Court 3 September 2021

Case no. 70863 J.nr.: BS-14788/2021 

 

Breatheology Limited

Hong Kong Companies Registry No. 1977302 15/F, BOC Group Life Assurance Tower No. 136 Des Voeux Road  

Central 

Wanchai, Hong Kong 

(”Breatheology”) 

(lawyer Sebastian Lysholm Nielsen)  

 

Airofit A/S 

CVR-nr. 37 61 87 72 

Teglværksgade 37, 3. 

2100 København Ø 

(”Airofit”) 

(lawyer Rasmus Hoffery Nielsen) 

 

In continuation of what is stated in the reply, the defence adds the following:

1. SUPPLEMENTARY CASE PRESENTATION

The response is characterized by suffering from significant deficiencies and distortions of the facts, which is also supported by Airofit’s refusal to fulfill relevant and the usual provocations. 

Thus, it should be clarified at the outset that it was Airofit that contacted Breatheology in order to seek the possibility of entering into a collaboration, as Airofit clearly saw such collaboration as necessary to be able to market Airofit and ensure the growth necessary for Airofit. . 

I refer to Appendix 12, the email of 24 September 2019 from Jens Ørnbo, board member of Airofit, to Jacob Helleberg Mathiesen, COO in Breatheology, from which it appears that “Sofus [Grum-Schwensen, CTO in Breatheology] received an inquiry from Jens Ørnbo [board member of Airofit] who is part of a startup (first investor and member of the board)”.

BREATHEOLOGY, which at the time of Airofit’s request had already existed for several years, and as a result of Stig Severinsen’s efforts constituted a worldwide strong brand on an equal footing with the STIG SEVERINSEN brand, did not need any collaboration with Airofit, and Breatheology has, unlike Airofit , nor has it needed third-party funding to grow and reach the global top position held by Breatheology. 

It was thus precisely as a result of Breatheology’s international and documented success in respiratory training, and the desire to utilize Breatheology, including Stig Severinsen as a result of his significant world records in freediving, that Airofit turned to Breatheology and Stig Severinsen. 

Following Airofit’s request to Breatheology, the parties initiated discussions on a possible collaboration, cf. also appendices A-C.

E-mail from Christian Tullberg Poulsen, Director of Airofit, to Stig Severinsen, Claus Peter Jakobsen, Chairman of the Board of Airofit, Jens Ørnbo, Member of the Board of Airofit, and Jacob Helleberg Mathiesen, COO of Breatheology, is attached as Appendix 48, and includes the Letter of Intent signed by Airofit.

The Board of Directors of Airofit was thus, cf. Appendix 48, also notified of the cooperation at the same time as it was entered into, in continuation of previous discussions, including the binding promises that Airofit had made to Breatheology, without it otherwise giving rise to to any kind of remark. 

 

The time of termination of the collaboration 

It must be due to an error on the part of Airofit that the defense, both on page 2 and page 11, incorrectly states that the co-operation between the parties lasted until “May 2021“. 

Therefore, Airofit’s lawyer’s letter of 15 February 2021, cf. Appendix 41, must be emphasized again, as Airofit’s lawyer stated in it that “Airofit therefore feels compelled to suspend cooperation with you on your promotion of Airofit.” 

It is therefore incorrect when it is stated in the defense that the cooperation between the parties lasted until May 2021.

The cooperation between the parties unquestionably lasted only until 15 February 2021, when Airofit unjustifiably and unjustifiably terminated the cooperation by “interrupting” it, and thereby materially breached the Letter of Intent.

Airofit’s significantly increased revenue and growth following the conclusion of the partnership with Breatheology 

Airofit’s annual report for the years 2018-2020 is presented as appendices 49, 50 and 51. The most important key figures are included in the table below. 

Data from Airofit’s annual reports

Year

2020  

(TDKK)

2019 

(TDKK)

2018 

(TDKK)

Gross Profit

6.762 

-1.176 

-957

Staff Costs

-4.283 

-1.075 

-7

  Result before depreciation

  and write-downs

2.479 

-2.251 

-964

Depreciation and write-downs of property, plant and equipment 

-1.124 

-446 

0

Profit before financial items 

1.354 

-2.717 

-964

Income from investments in affiliated companies

-0,2 

-23

Financial expenses

-406 

-166 

-24

The result before taxes

949 

-2.883 

-1.011

Income tax expense 

-220 

1.403 

766

The result of the year

728 

-1.480 

-245

 

As can be deduced from the table, Airofit’s finances improved significantly in the financial year 2020, after the collaboration with Breatheology began. 

Not only did the gross profit go from being negative to being positive, but the gross profit ended at no less than DKK 6.76 million, which is a record for Airofit, as Airofit’s gross profit at no previous time has just come close to surpassing DKK 1 million.

Considering that the gross profit consists of sales minus direct costs, including costs to agents such as Breatheology, cf. Appendix 51, page 9, the actual turnover as a result of Breatheology’s promotion and positioning of Airofit and the Airofit unit has been significantly higher. 

It should be emphasized in particular that Airofit’s annual report for 2018, cf. appendix 49, page 14, states that there was uncertainty about the company’s continued operations:

“The company’s operations are dependent on continued inflows of capital contributions either in the form of own capital contributions or receipt of innovation support, etc. Management estimates that revenue growth in the coming financial year will bring the company into a position of being self-sufficient. It is the management’s opinion that the company will obtain the necessary support or capital contribution to be able to continue for at least 12 months from the balance sheet date.”

Uncertainty about the company’s continued operations also appears in Airofit’s annual report for 2019. 

Thus, the expectation from 2018 that “that revenue growth in the coming financial year will bring the company into a position of self-financing” was not met.

It was not until 2020, and thus in continuation of the conclusion of the collaboration with Breatheology, and in continuation of Breatheology’s significant promotion and positioning of Airofit and the Airofit unit, that the ongoing reservation was removed from Airofit’s annual report. 

This fact underlines in its essence how important the collaboration with Bretheology has been for Airofit. 

“World Champion athletes and top mental state coaches” – ie. Stig Severinsen / Breatheology – will also be welcomed in Airofit’s annual report for 2020, page 6, cf. Appendix 51

It further appears from Airofit’s annual report for 2020, page 8, cf. Appendix 51, that Airofit in 2020 “drastically increased volumes, resulting in new users and cash generation” despite the global challenges, and that “2020 was a breakthrough year for Airofit” including as a result of “sale and marketing”, which Breatheology has contributed to a significant extent. 

The previous uncertainty regarding Airofit’s future operations has also been replaced in Airofit’s annual report for 2020 by an expectation of significant growth, cf. Appendix 51, page 8: 

“Over a multiyear horizon, we expect to achieve 100-200% average annual growth in capacity and sales. In some years we may grow faster… ” 

Breatheology’s efforts in accordance with the parties’ cooperation have thus not only resulted in increased revenue for Airofit, but also had a significant impact on the company’s growth and future. 

Through the sales, which only took place via Breatheology’s website in the period from 23 November 2019 to 18 April 2021, Airofit achieved an additional turnover of USD 636,894, corresponding to a further turnover of approx. DKK 4 million, of which Airofit has retained USD 470,609, corresponding to approx. DKK 3 million, as Breatheology alone was awarded USD 166,285, corresponding to approx. DKK 1 million, for the sales, cf. statement presented as appendix 52

Breatheology has therefore already, as a result of these concrete sales of approx. DKK 4 million which can be directly attributed to Breatheology, ensured Airofit a significant sale of the product, especially considering that Airofit’s gross profit in 2018 and 2019 was negative, while in 2020 it ended at DKK 6.76 million. 

In addition, of course, all sales took place directly via Airofit’s website as a result of Breatheology’s significant promotion and positioning of Airofit and the Airofit unit, and which are also included in Airofit’s gross profit for 2020, which amounted to DKK 6.76 million. 

 

Breatheology’s promotion and positioning of Airofit and the Airofit unit

Breatheology has invested significant resources – both financial and administrative – in promoting and positioning Airofit and the Airofit unit. 

Breatheology’s promotion and positioning of Airofit and the Airofit unit has generally consisted of the following: 

Integration of Airofit and the Airofit unit in Breatheology:

  1. Integration of the Airofit unit in Breatheology’s ebook: “Breatheology – the art of conscious breathing”, cf. Appendix 28;
  2. Integration, positive publicity and explanation and demonstration of the benefits of using the Airofit unit in the course “Breathing Training in the Corona Crisis / Breath Training in the Corona Crisis” in both Danish and English with a projection of over 250,000 users until May 2020, cf. printout from Breatheology’s website with print screen from the course presented as appendix 53
  3. The program contains Airofit BONUS intro video as well as 4 demonstration videos with Stig Severinsen. In May 2020, access to this program was given to new users up to 10,000 times a day, and was already on 30 May 2020 downloaded together with the ebook over a quarter of a million times (254,830 times exactly), cf. the ebooks download confirmation and statistics on emails sent to Breatheology’s followers / customers presented as appendix 54, which shows that 192,237 e-mails were sent with a click to open rate of 77%; 
  4. The Airofit unit was integrated and marketed on Breatheology’s website, where consumers were given the option to purchase the Airofit unit and Breatheology’s products as a package deal, cf. “The Airofit & Breatheology Breathing Bundle”, presented as appendix 55;
  5. The Airofit unit was integrated into Breatheology’s video training for instructors at the Global Instructor Call on March 29, 2020, in which Breatheology invited all of Breatheology’s approximately 100 instructors to teach them the training, use and sale of the Airofit unit. cf. e-mail of 28 March 2020 from Jacob Helleberg Mathiesen, COO in Breatheology, to i.a. Stig Severinsen contains points for review of the video training, including in particular the instructors’ implementation and use of the Airofit unit, as well as screenshots showing Instructor Call on the 29th. March 2020, presented as appendix 56;
  6. Special training webinars in March / April / May 2020 with instructors from the USA and Germany on the use of the Airofit unit, cf. webinars with instructors Sean Coakley from the USA and Stephan Conradi from Germany, cf. also correspondence with the instructors presented as appendices, respectively. 57 and 58.
  7. Promotion of the Airofit unit at the Zoom meeting on 21 February 2021, in which connection Breatheology/Stig Severinsen answered questions online about the Airofit unit on, cf. screenshot from the Zoom meeting with chat and mention of Airofit presented as an appendix 59.
  8. In addition, promotion and demonstration of the Airofit device in several webinars and Facebook Live broadcasts as well as broadcasts on Zoom and Instagram. Direct links to Airofit were also posted on Breatheology’s website, cf. the request of 2 April 2020 from Arturs Kurmejevs, Marketing Manager at Airofit, to Breatheology presented as appendix 60.
  9. Breatheology has managed to promote Airofit in a myriad of countries, including not only in the EU and the US, but also in some of the largest “emerging markets” such as India. In this connection, reference is made to the 42matters analysis, as Breatheology has been implemented on 8 June 2021 by the Airofit app, the Airofit app, which can only be used with the Airofit unit, and which is presented as appendix 61. As can be seen from this, the Airofit app has been downloaded i.a. also in India, Indonesia and Colombia. Appendix 62 presents overviews of Breatheology’s visitors, who i.a. shows that Breatheology at times had significant visits from India, Indonesia and Colombia, which thus shows a clear coincidence with the completed Airofit app downloads. Download of the Airofit app in the aforementioned countries has thus taken place in continuation of Breatheology’s visitors being exposed to Airofit promotion carried out by Breatheology, including via Breatheology’s website, and Breatheology’s videos and eBook. 
  10. It is emphasized that Airofit through CCO Thomas Meng in April 2021 via Facebook post presented as appendix 63 has confirmed that Airofit now sells to over 120 countries, which Airofit only achieved in continuation of the collaboration with Breatheology.

Breatheology has thus indisputably secured Airofit a global exposure;

Promotion of Airofit and the Airofit unit through television broadcasts and the press:

  1. Breatheology promoted the Airofit unit in connection with a feature on Breatheology / Stig Severinsen and breathing exercises in Go Morgen Danmark on 2 April 2020, cf. e-mail correspondence of 1 and 2 April 2020 between Stig Severinsen and Journalist from Go Morgen Danmark, Alexander Brun-Heiden, presented as appendix 64;
  2. Positive mention and demonstration of the Airofit unit in television broadcasts such as the Discovery Channel program “Undressed towards the top with the Wozniacki family”, which was recorded on 4-6. March 2020, published on 14 August 2020 and subsequently sold to a number of countries, including the United States, Sweden, Germany, Poland and Denmark, cf. Annex 23 and Annex N.
  3. Appendix 65 provides additional documentation for the implementation of the Airofit unit in the program as well as documentation for the “handover ceremony” for well-known athletes such as Caroline Wozniacki, brother Patrick Wozniacki and basketball player David Lee on March 6, 2020;

 

Promotion of Airofit and the Airofit device using postings and campaigns on social media and Google:

  1. Notice, promotion and appreciation of Airofit and the Airofit unit in notices on Facebook, cf. e.g. Facebook post of June 9, 2020 submitted as Appendix 66.
  2. Documentation of campaigns on Facebook by the Airofit device through the Airofit Bundle presented as Appendix 67, from which it appears that the campaigns have reached 418,366 + 658,202 = 1,076,568 unique users with a total exposure of 1,140,997 + 1,861. 634 = 3,002,631 views.
  3. Documentation for campaigns on Facebook by Breatheology’s eBook comprising Airofit presented as appendix 68, from which it appears that the campaigns have reached 26,460,148 + 17,535,039 = 43,995,187 unique users with a total exposure of 74,381. 030 + 38,887,308 = 113,268,338 views, while google ads achieved 1,249,983 + 633,864 = 1,883,847 unique clicks with a total exposure of 2,258,917 + 14,293,932 = 16,552,849 views.
  4. Documentation for campaigns on Facebook by the Discovery program “Undressed to the top with the Wozniacki family”, in which the Airofit unit was promoted and demonstrated by Stig Severinsen, presented as appendix 69, from which it appears that the campaigns on Facebook have reached to 92,406 unique users with 317,732 views, while google ads achieved 258,714 unique clicks with a total exposure of 907,790 views.
  5. Sponsored posts submitted as appendix 70 on Instagram by i.a. Breatheology’s e-book covering Airofit, which achieved a total exposure of 4,000,050 + 1,000,004 + 719,246 = 5,719,300 views
  6. Training expert and author, associate professor of sports and national coach Marina Aagaard, who became aware of the Airofit unit when she “(…) read Stig’s instagram post about Airofit”, cf. Aagaard’s blog, presented as appendix 71, confirms that Breatheology indisputably has significantly promoted the Airofit unit;
  7. Breatheology hired professional digital marketing consultant, Waimea, to ensure the promotion of Airofit and the Airofit unit, cf. correspondence Breatheo logy and Waimea between 28 April 2020 and 21 August 2020 presented as appendix 72
  8. Breatheology also adopted digital marketing consultant TargetChoice to ensure further exposure of Airofit and the Airofit unit, including for the preparation of texts, cf. correspondence with Dimitriy Kruglyak of TargetChoice and working documents presented as appendix 73.

 

Promotion of Airofit and the Airofit unit at international trade fairs:

  1. The participation of Breatheology and Stig Severinsen in the largest trade fair in water sports, the Düsseldorf International Boat Show, in the period from 18 to 26 January 2020, with over a quarter of a million visitors, in connection with which Airofit and the Airofit unit were promoted to a significant extent, cf. documentation presented as appendix 74, also containing e-mail correspondence between the parties, including confirmation from Christian Tullberg Poulsen, director of Airofit, as well as photos documenting the team that Breatheology met with, including Sofus Grum-Schwensen, CTO in Breatheology, Jacob Helleberg Mathiesen, COO in Breatheology, Sean Coakley, instructor in Breatheology from Florida and Stephan Conradi, in addition to of course Stig Severinsen, who signed books and attracted additional guests. As can be seen from the photos, the Airofit logo was also included on Breatheology’s T-shirts.

 

Promotion of Airofit and the Airofit unit through lectures and clubs:

  1. Dialogue with Niels J. Storm from Charlottenlund Rotary Club and Christian Tullberg Poulsen 15-17 May 2020 regarding lectures at Charlottenlund Rotary Club and mention of the collaboration with Airofit, cf. e-mail correspondence from the period 15-17. May 2020 between Niels J. Storm, Christian Tullberg Poulsen and Stig Severinsen presented as appendix 75.
  2. Test and setup of Microsoft Teams with Lau Laursen from Charlottenlund Rotary Club on 18 May 2020, cf. appendix 75;
  3. Online lecture for the entire Charlottenlund Rotary Club on 19 May 2020 on the use of the Airofit unit – this work was also unpaid, as Charlottenlund Rotary Club reportedly did not have sufficient financial resources to pay for the work, cf. appendix 75;

 

Dissemination of knowledge of Airofit through Breatheology’s / Stig Severinsen’s personal friends, well-known Danish business people, influencers and well-known sports people:

 

  1. Reference is made to the private correspondence with i.a. Jacob Risgaard, Martin Thorborg presented as appendix 76, containing confirmations of redistribution of the notice. In addition, there are other sports stars and celebrities such as Christian Stadil and others.

 

Direct investment in the production of the Airofit unit and administrative as well as financial support for Airofit:

  1. Breatheology’s donation of DKK 109,062.50 to Airofit (as collected via invoice from Airofit) for the completion of additional Airofit units and payment of the marketing assistance ordered by Airofit from Rasmus Kristensen, cf. appendix 26.
  2. In addition, Breatheology has assisted Airofit in relation to customer service by investing significant financial and administrative resources in the establishment, maintenance and servicing of a dedicated telephone number via Relatel A/S (Business Telephony) for use by Airofit’s customers, and the instruction of Airofit in how customer inquiries must be answered professionally and followed up.
  3. Rory Phelan, Head of Customer Service in Breatheology, has, as appears from the correspondence presented as appendix 77 from the period April-June 2020, ensured the implementation of the telephone number and trained Airofit, including director Christian Tul lberg Poulsen’s wife (Jeanette Tullberg Poulsen) and son (Sebastian Tullberg Poulsen) in the use of the number/service and in answering customer inquiries.
  4. Breatheology has paid for the creation and maintenance of the number as well as for the instruction. The invoices from Relatel A/S are presented as appendix 78. As appears from this, the costs for Relatel A/S alone amounted to DKK 8,109. The invoices are paid with Breatheology’s mastercard, which ends at 8154, cf. picture of extracted mastercard presented as appendix 79.
  5. Airofit has thus also not been reluctant to demand financial and administrative support from Breatheology, cf. also e-mail of 3 May 2020 from Lenka Vreckova, Customer Experience & Support Representative in Airofit, to Rory Phelan, Head of Customer Service in Breatheology presented as appendix 80, which states that Airofit attributed Breatheology in order to have Breatheology compensate a customer who had purchased the Airofit unit by giving the customer a free course due to Airofit’s product being defective. 

 

As stated in an e-mail dated 31 May 2020 from Christian Tullberg Poulsen, Director of Airofit, to Rory Phelan, Head of Customer Service at Breatheology, and Sofus Grum-Schwensen, CTO at Breatheology, presented as appendix 81, Airofit expressed extraordinary satisfaction with the collaboration with Breatheology, which had otherwise meant that Airofit had run out of Airofit units. 

Breatheology’s positive expenses and investment can be calculated as follows: 

Expenditure 

Cost

Production of Airofit units and payment of the marketing assistance ordered by Airofit from Ras mus Kristensen, cf. appendix 26

DKK 109.062,50

Facebook Ads, cf. appendix 67, appendix 68 and appendix 69

USD 111.952,57 (USD 17.440,88 + USD  22.281,28 + USD 51.598,14 + USD 18.482,21  + USD 2.150,06)

Google Ads, see appendix 68 and appendix 69

USD 26.613,03 (USD 14.592,05 + USD  10.018,63 + USD 2.002,35)

Waimea, cf. appendix 72 as well as documentation for payments to Waimea from Breatheology’s account in Wise presented as appendix 82.  

DKK 50.000 (DKK 37.000 + DKK 8.000 + DKK  5.000)

BreathFlo, cf. documentation for payments to BreathFlo from Breatheology’s account in Wise presented as appendix 83.

USD 39.304,66 (USD 7.500 + USD 5.000 + USD  9.697,54 + USD 7.648 + USD 959 + USD  5.000,12 + USD 3.500)

TargetChoice LLC, cf. documentation for payments to TargetChoice LLC from Breatheology’s account in Wise presented as appendix 84

USD 9.003,66 (USD 3.000 + USD 3.003,66 +  USD 3.000)

Relatel A/S, cf. appendix 77.

DKK 8.109

 

In addition, Breatheology has incurred the following administrative costs in promoting Airofit and the Airofit device: 

Jacob Helleberg Mathiesen, COO of Breatheology, cf. invoice (February 2020 – March 2020) issued to Breatheology submitted as appendix 85.

DKK 81.880,84

Jacob Helleberg Mathiesen, COO of Breatheology, cf. documentation for payments to Jacob Helleberg Mathiesen from Breatheology’s account in Wise presented as appendix 86

DKK 31.534,74

Jimaco A/S, cf. documentation for payments to Jimaco A/S from Breatheology’s account in Wise submitted as appendix 87. Jimaco A/S is 100% owned by Jacob Helleberg Mathiesen, cf. transcript from the CVR register presented as appendix 88

DKK 328.700,02 (DKK 22.298 + DKK 51.413,14  + DKK 47.596 + DKK 36.714 + DKK 66.522,37  + DKK 15.358,47 + DKK 28.309 + DKK 7.183 +  DKK 25.648,18 + DKK 20.657,86 + DKK 7.000)

Sofus Grum-Schwensen, CTO of Breatheology, cf. invoice issued by Sofus Grum-Schwensen’s personally owned company, Vigenta, to Breatheo logy presented as appendix 89.

USD 8.935,00

Sofus Grum-Schwensen, cf. documentation for payments to Sofus Grum-Schwensen from Bre atheology’s account in Wise presented as appendix 90

DKK 383.196,01 (DKK 33.888 + DKK 54.036,42  + DKK 10.903,19 + DKK 40.206 + DKK 39.563  + DKK 11.346 + DKK 58.756 + DKK 52.450 +  DKK 2.470 + DKK 38.916,06 + DKK 1.461,62 +  DKK 39.199,72)

Rory Phelan, cf. documentation for payments to Rory Phelan from Breatheology’s account in Wise presented as appendix 91

EUR 62.426,04 (EUR 580 + EUR 2.822 + EUR  2.760,02 + EUR 521,19 + EUR 441 + EUR 3.549  + EUR 2.753 + EUR 252 + EUR 3.947 + EUR  4.664 + EUR 4.627,02 + EUR 4.522,80 + EUR  500 + EUR 3.000 + EUR 500 + EUR 4.000,20 +  EUR 4.062,40 + EUR 1.000 + EUR 4.007,80 +  EUR 4.042,80 + EUR 2.000 + EUR 2.241,21 +  EUR 1.000 + EUR 4.032,60 + EUR 500 + EUR  100)

Sean Coakley, Instructor in Breatheology, cf. invoice (March 2, 2020) issued to Breatheology presented as appendix 92

USD 9.696,00

 

Michael Mesure, marketing expert, cf. documentation for payments to Michael Mesure from Breatheology’s account in Wise presented as appendix 93

USD 34.000,22 (USD 2.500 + USD 3.000 + USD  9.500 + USD 9.500,22 + USD 3.500 + USD  6.000)

 

Appendix 94 presents an overview prepared by Breatheology containing a working one for sharing in terms of administration costs. It appears from this that the total positive costs that Breatheology has incurred in relation to the promotion of Airofit and the Airofit unit amount to more than USD 290,000, corresponding to more than DKK 1.8 million. 

In addition, Stig Severinsen has personally spent 392 hours promoting the Airofit and Airofit unit. As can be seen from a printout from Breatheology’s website presented as appendix 95, Stig Severinsen’s hourly rate is USD 2,000, which is why the 392 hours used constitute an investment of USD 2,000 / hour x 392 hours = USD 784,000. 

In total, Breatheology has thus invested USD 290,000 + USD 784,000 = USD 1,074,000, corresponding to approx. DKK 6.7 million in the promotion of Airofit and the Airofit device. 

The significant resources that Breatheology has dedicated to Airofit came on the basis of the promise of co-ownership and thus the long-term investment that the Letter of Intent authorized. 

 

The commission agreement 

Between the parties in 2019, and thus before the conclusion of the Letter of Intent, an agreement was reached on the payment of commission to Breatheology for the sales that Breatheology generated via its website. The commission agreement is irrelevant in relation to the Letter of Intent subsequently entered into and the obligations entered into by the parties in that regard. 

It should be emphasized, however, that Airofit repeatedly did not live up to its obligations, e.g. in relation to submitting sales figures within agreed deadlines and paying Breatheology’s commission on time. Thus, it was confirmed by the e-mail correspondence between the parties in the period from 16 September 2020 to 22 September 2020 as appendix 96 that Airofit should submit sales data no later than the 5th day of a month with the previous month’s sales. However, as can be seen from the e-mails submitted by appendix 97 from Arturs Kurmejevs, Marketing Manager at Airofit, to Breatheology of 4 August 2020, 8 September 2020, 14 September 2020 and 2 December 2020, Airofit often failed to submit the data in a timely manner.

It is noted in this connection that the data in the case for sales through Breatheology is derived from Airofit, which continuously calculated these and submitted data with a view to Breatheology subsequently being able to issue an invoice. 

In addition, Breatheology was also often forced to point out errors to Airofit in relation to Airofit’s discount codes/links, which did not work as intended, with the natural consequence that fewer Airofit units were sold. Reference is made, for example, to e-mails from Arturs Kurmejevs, Marketing Manager at Airofit, to Rory Phelan, Head of Customer Service at Breatheology, and Lenka Vreckova, Customer Experience & Support Representative at Airofit, dated 14 October 2020, presented as appendix 98, in which it is confirmed that Airofit’s links have been defective, as well as e-mail correspondence between Arturs Kurmejevs, Marketing Manager at Airofit, to Rory Phelan, Head of Customer Service at Breatheo lodged in the period from 5 December 2020 to 1 February 2021 presented as appendix 99

In addition, it should be remembered that Airofit’s statements have often been incomplete and misleading, as Airofit has omitted sales via Breatheology, cf. for example e-mail correspondence between Arturs Kurmejevs, Marketing Manager at Airofit, and Rory Phelan, Head of Customer Service at Breatheology from period 22.-23. 

June 2020 presented as appendix 100, which states that Airofit had omitted all US sales for six months (the period from 1 January 2020 to 21 June 2020). 

Finally, it is pointed out that Airofit also had to be reminded of payments on an ongoing basis, as Airofit was often in default of payment, cf. also appendix 95

In addition, invoice no. 71920 of 3 May 2021 of USD 2,029.00 issued by Breatheology to Airofit for the sale of the Airofit unit carried out via Breatheology in the period from 29 March 2021 to 18 April 2021 is presented as appendix 101, and which has not yet been paid despite being due. 

 

Airofit’s unfair exploitation of Breatheology’s and Stig Severinsen’s intellectual property rights and image rights 

Breatheology has noted that Airofit does not deny having exercised Breatheology’s intellectual property and image rights, including in particular the trademarks BREATHEOLOGY and STIG SEVERINSEN and Stig Severinsen’s name and image, since 23 November 2019. 

For this reason alone, it can be assumed that Breatheology’s intellectual property rights and image rights have been exploited, and that the dispute hereafter only concerns whether the exploitation has been unauthorized. 

Nevertheless, it is essential for Breatheology that the Court gain insight into the extent of the exploitation. The following is a list of representative examples of Airofit’s exploitation of Bre atheology’s intellectual property and image rights without consent. 

It is emphasized that the enumeration is not exhaustive, but on the contrary is only intended as a contribution to the understanding of the scope and nature of the utilization. 

Attention is also drawn to the fact that appendices 43-46 have been submitted with the application, but are nevertheless included below for the sake of completeness.

As an appendix 43, the summons presented excerpts from Airofit’s Facebook profile dated 23 December 2020, with which Airofit mentions “[o]ne of our ambassadors, Stig Severinsen” and at the same time shows a picture of Stig Severinsen. 

The period from 15 February 2021 until now appendix 102 presents a screenshot of Airofit’s advertisement on Facebook dated 15 February 2021, as well as Airofit’s own comment on this, which refers to “breathing experts like Stig Severinsen”.

Breatheology has not consented to its use. 

Appendix 103 presents a screenshot of Airofit’s advertisement on Facebook dated 15 February 2021, as well as Airofit’s own comment on this, which refers to “Stig Severinsen’s book (Breatheology)”.

Appendix 104 presents a screenshot of Airofit’s advertisement on Facebook dated 26 February 2021, as well as Airofit’s own comment on this, which refers to “breathing experts like Stig Severinsen”

Breatheology has not consented to its use. 

As an appendix 45, the summons presented a screenshot from Facebook dated 25 March 2021, sending Airofit’s answer to a question to an Airofit advertisement, with which Airofit refers to “experts like Stig Severinsen”

The advertisement had been viewed more than 378,000 times at the time of the case, cf. printout of 25 March 2021 presented as appendix 46

Appendix 105 presents a screenshot of Airofit’s advertisement on Facebook dated 8 April 2021, as well as Airofit’s own comment on this, which refers to “Stig Severinsen’s book (Breatheology)”. 

Breatheology has not consented to its use. 

Appendix 106 presents a screenshot of Airofit’s advertisement on Facebook dated 9 April 2021, as well as one of Airofit’s own comments on the advertisement, which mentions “breathing experts like Stig Severinsen”. Finally, the appendix contains documentation that the advertisement, when the screenshot was taken, was viewed more than 378,000 times. 

Breatheology has not consented to its use. 

As in appendix 44, the summons was presented with a screenshot from Airofit’s website of 14 April 2021, which documents the use of the trademark BREATHEOLOGY (words) and Stig Severinsen’s name and picture. 

Breatheology has not consented to its use. 

Appendix 107 presents a screenshot of Airofit’s advertisement on Facebook dated 14 April 2021, i.e. the day before the case is filed, as well as Airofit’s own comment on this, which refers to “Stig Severinsen’s book (Breatheology)”. Finally, the appendix contains documentation that the advertisement, when the screenshot was taken, was viewed more than 217,000 times. 

Breatheology has not consented to its use. 

Appendix 108 presents a screenshot of Airofit’s advertisement on Facebook dated 18 April 2021, i.e. after the case was filed, as well as Airofit’s own comment on this, which refers to “breathing experts like Stig Severinsen”. 

Breatheology has not consented to its use. 

Appendix 109 presents a screenshot of Airofit’s advertisement on Facebook dated 11 May 2021, i.e. after the case was filed, as well as one of Airofit’s own comments on the advertisement, which mentions “breathing experts like Stig Severinsen”. Finally, the appendix contains documentation that the notice, when the screen print was taken, has been viewed more than 457,000 times. 

Breatheology has not consented to its use. 

Particularly with regard to the period from 16 February 2021 until now, it can therefore be stated that the unauthorized exploitation of Breatheology’s image rights and intellectual property rights has been intensive. 

It can also be stated that the use has intensified after Airofit terminated the cooperation, which in itself is striking, and that the exploitation continued long after the proceedings were instituted, which is at least as striking.

Regardless of whether the collaboration with Breatheology was terminated on 15 February 2021, an effort was made to give the outside world the impression that there was still a collaboration, which can undeniably be equated with parasitism. 

Overall, the utilization of Breatheology’s intellectual property rights and image rights since 23 November 2019 has thus been significant. There is also the use of such a character and of such a catch that consent has been and continues to be required, which, however, has never been given. 

Finally, it can be stated that there is an intensive and harmful exercise of the mentioned rights there.

 

2. SUPPLEMENTARY SUBMISSIONS 

Letter of Intent contains binding promises made by Airofit 

It is correct that a common letter of intent, i.e. a declaration of intent, is usually regarded as non-binding, because it basically only contains provisions on the parties’ intentions, and therefore does not contain any specific binding promises. 

However, the situation is fundamentally different with the written agreement entered into between the parties on 11 April 2020 in the form of a Letter of Intent conceived by Airofit, cf. appendix 33

The reason for this is that Airofit in Letter of Intent has specifically undertaken to ensure that Breatheo logy obtains 2.5% of the share capital in Airofit, subject to the general formulation’s adoption of the warrant program if the collaboration would lead to a promotion of Airofit’s product and increased sales of Airofit units, alternatively (in case of non-adoption of the warrant program) that Breatheology is compensated “accordingly”, i.e. with a cash payment due Airofit’s market value to compensate for the non-achievement of the 2.5% share capital in Airofit. 

The Letter of Intent is designed by Airofit thus contains concrete promises made by Airofit. 

Airofit is bound by these promises, although the document is called “Letter of Intent”

The Letter of Intent is thus not an expression of a customary declaration of intent, which only contains the parties’ non-binding intentions, as the  Letter of Intent is clearly an expression of binding promises and legal effects for the parties, and thus an expression of a dispositive declaration of intent. 

In Denmark, there is a tradition that it is the reality of the parties ‘agreement, and not the parties’ formal designation of the agreement, that is decisive for whether the agreement is legally binding or not. Thus, the content of the agreement is decisive in the event of a discrepancy between the title of the document and its content. 

Mads Bryde Andersen also states in Practical Contract Law, 4th ed. 2015 on page 34, i.a. following: “That the parties choose to designate a document as a “declaration of intent “, does not preclude the inclusion in the document of duties that can be legally sanctioned. ” 

Irrespective of the fact that the agreement is described in the title as a “Letter of Intent”, it is therefore incumbent on Airofit, in particular as Airofit is also a draftsman, to prove that there are such circumstances surrounding the creation of the declaration that it can nevertheless not be given effect in accordance with its content. 

This burden of proof has not been lifted and cannot be lifted by Airofit. 

In this connection, the following must be pointed out in particular: 

  • that the Letter of Intent is precisely worded and very clearly identifies the respective obligations of the parties; 
  • that Airofit, through its lawyer Kim Håkonsson from Mortang Advokater, who is also a board member of Airofit and therefore has a personal interest in the company, has carried out a legal assessment of the Letter of Intent and has come to the conclusion that Letter of Intent constitutes a legally binding agreement, cf. appendix 41, in which Airofit’s lawyer, at the same time as the termination, stated on Mortang Advokater’s letterhead that “an agreement has been reached on the remuneration of your assistance… based on the execution of a number of tasks and the achievement of results” (my emphasis) and that Airofit’s lawyer has in this connection confirmed that Breatheology must be remunerated for the work performed
  • that the Court, as a result of Airofit’s refusal to submit minutes of board meetings, cf. invitation (1), in accordance with section 344 (1) of the Administration of Justice Act. 2 can be used as a basis: 
  • that Airofit’s Board of Directors has also approved and even considered the Letter of Intent, with the very specific promises made by Airofit, to be legally binding between the parties; 
  • that Airofit has been completely satisfied with the efforts made by Breatheology; and
  • that Airofit has been satisfied to such an extent that Airofit’s Board of Directors has actively worked for the adoption of the warrant program in Breatheology’s favor, including by urging the general meeting to adopt the warrant program, as Airofit has considered Bre atheology to be entitled to the promised stake of 2.5% of the share capital of Airofit; and;
  • it does not appear from the Letter of Intent that it is non-binding between the parties, which is usual in common declarations of intent, which remain non-binding. 

It is evident that Airofit would not have secured the adoption of the warrant program on November 20, 2020 in Breatheology’s favor if Airofit had not made binding promises to Breatheology in the Letter of Intent. The general meeting of Airofit unanimously decided to adopt the warrant program in accordance with the letter of intent entered into in Breatheology’s favor, cf. appendices 39 and 40

In this connection, it is emphasized that the director of Airofit, Christian Tullberg Poulsen, who signed the Letter of Intent, was and continues to be the majority owner of Airofit, and thus also has a controlling influence in Airofit through his ownership, cf. appendix 9

It is also evident that Airofit, through its lawyer Kim Håkonsson from Mortang Advokater, who is also a board member of Airofit, would not have confirmed that an agreement had been reached between the parties for remuneration for Breatheology’s assistance, at the same time as Airofit’s repeal of the Letter of Intent on 15 February 2021, if Airofit had not made binding promises to Breatheology in Letter of Intent, cf. appendix 41

It is true that, as part of the initial discussions on cooperation in the autumn of 2019, several scenarios were discussed, including the step-by-step proposal presented as appendix D, which called for initial cooperation and a contract in March 2020. 

Jens Ørnbo, board member of Airofit, stated in an -mail of 2 November 2019 to Jacob Helleberg Mathiesen, COO in Breatheology, cf. appendix E, i.a. following: 

“If phase 1 should not play against expectations for some reason, we can always say that we stop there.” 

However, Airofit did not terminate the cooperation, but instead submitted a draft Letter of Intent containing binding promises on 2 March 2020, cf. appendix M

The background for the submission of the draft and the conclusion of the Letter of Intent on 11 April 2020 was that Jacob Helleberg Mathiesen, COO in Breatheology, cf. appendix L, on 27 February 2020 had stated the following in an email to Christian Tullberg Poulsen, director of Airofit, and Claus Peter Jakobsen, Chairman of the Board of Airofit, and Jens Ørnbo, Board Member of Airofit, among others:

“In relation to Breatheology, it does not make much sense to push Airofit towards the big platform where there is no long-term perspective in it. We have loosely discussed different models that could bring us closer together, but so far it has not manifested itself in anything concrete. 

Now that the opportunity may present itself – as it does next week – to expose Airofit extremely effectively internationally to the right target group in the right geographical area, it is a pity if the opportunity runs out. 

If you agree with this, then I suggest that we make a kind of “letter of intent” which regulates two matters: 

Success – if we in Breatheology succeed in getting Airofit out into the big world then Breatheology will get XX% ownership if the general meeting agrees (the situation that is important to address here is what happens if Breatheology is instrumental in creating the success but the general meeting does not approve the agreement. 

Not a success – should Breatheology not succeed within X months together with Airofit to create momentum, then we will each go our separate ways (no harm done).” 

It also appears from appendix N in the form of an email from Jacob Helleberg Mathiesen, COO in Breatheology, to Christian Tullberg Poulsen, director of Airofit, and Claus Peter Jakobsen, chairman of the board of Airofit, and Jens Ørnbo, board member of Airofit, that Breatheology demanded a formalized agreement with concrete promises from Airofit on the allotment of shares in Airofit to Breatheology in order to continue the collaboration: 

“Without a slightly more formalized agreement, we cannot expand our role in Airofit, beyond the directly measurable sales that we are collaborating on today. I can best materialize such an agreement through an offer of XX% (or X%) of the shares which will thereby get Breatheology as direct partners and get Stig activated in marketing Airofit to a number of people and groups which is not necessarily possible to measure oneself out of.” 

It was thus in continuation of Breatheology’s requirement for a firm agreement with a somewhat long-term perspective and concrete promises of granting ownership that Letter of Intent, cf. appendix 33, was entered into. 

Christian Tullberg Poulsen, Director of Airofit, also confirmed in connection with the submission of Letter of Intent on 2 March 2020, cf. appendix M, the following: 

“We are very much looking forward to the continued and expanded collaboration.”

As a result of the developments described above and documented by the appendices presented by Airofit, it does not make sense to divide the cooperation into the steps set out in the defense and appendix D, as the parties reached an agreement in the period 27 February – 11 April 2020. the conclusion of the agreement presented as appendix 33 containing binding promises and referred to as Letter of Intent, cf. also appendix L

As Christian Tullberg Poulsen, Director of Airofit, on 11 April 2020 finally and signed Letter of Intent sent not only to Stig Severinsen, but also to Claus Peter Jakobsen, Chairman of the Board of Airofit, and Jens Ørnbo, Member of the Board of Airofit, became the Board of Directors in Airofit also informed of the cooperation at the same time as its conclusion, including informed of the binding promises, which Airofit had undertaken to Breatheology, without giving rise to any other remark, cf. appendix 48.

In addition, the actions of the parties following the declaration also affect the assessment of whether or not there is a binding agreement. 

In the present case, the actions of the parties also show that both parties have considered the Letter of Intent to constitute a legally binding agreement: on the one hand, Breatheology’s fulfillment of its part of Letter of Intent and Breatheology’s persistent promotion and positioning of Airofit can be highlighted. which Airofit has been aware of on an ongoing basis, and on the other hand, Airofit’s promise to adopt the warrant program and its final adoption on 20 November 2020 to Breatheology’s advantage. 

The fact that Stig Severinsen in an SMS of 2 April 2020 and 8 April 2020, respectively, and thus before the conclusion of the final Letter of Intent, demanded LOI “and a more binding cooperation / co-ownership agreement” was not an indication that Letter of Intent should not be legally binding. 

As is well known, the allocation of the shares was conditional on the approval of the general meeting and the conclusion of a final contract whereby the shares were transferred to Breatheology. Breatheo logy had been given the prospect that the general meeting of Airofit, as usual, would take place in May 2020, in which connection Breatheology was to be allotted 2.5% of the share capital in Airofit via the warrant program. 

Breatheology was then continuously held and given the prospect that the general meeting was to take place.

The fact that Stig Severinsen continuously requested confirmation from the general meeting was merely an indication that Breatheology wanted all formalities regarding the allocation of warrants in place. 

Without this final agreement based on the general meeting’s adoption of the warrant program, Breatheology would not be able to obtain the promised shares (as required by Breatheology, cf. appendices L and N), but only remuneration for work performed and promotion and positioning of Airofit and the Airofit unit. 

It is thus wrong and based on a post-rationalization carried out for the occasion, when Airofit claims in the defense that Breatheology should have meant that no agreement had been entered into between the parties, simply because Breatheology moved for a final and unconditional agreement based on the warrant program’s approval of the general formulation so that the shares could be allocated to Breatheology. 

That Airofit has considered the Letter of Intent to be legally binding is finally confirmed by the fact that Airofit has considered Stig Severinsen to be an “ambassador”, which was just authorized in the Letter of Intent, cf. appendix 33

Airofit has confirmed the utilization of Stig Severinsen as ambassador, as Airofit has stated in the cancellation letter of 15 February 2021 that “it is not possible to continue as ambassador”, cf. appendix 41

 

Airofit has materially breached the Letter of Intent 

As already stated in the lawsuit, Airofit has had no reason to terminate the cooperation on 15 February 2021, partly due to the fact that the legislation grants Stig Severinsen an extended right to express himself on his private Facebook profile, which is not connected with Airofit, partly as a result of Airofit’s objection having in any case been lost due to inaction, as Stig Severinsen shared his announcement already on 11 November 2020. 

Airofit has acknowledged that Stig Severinsen’s notice was “a fresh element in a debate”, but justified the repeal on the grounds that the notice should at the same time have been “incompatible with Airofit’s values”, cf. appendix 41

The Court can now, on the basis of Airofit’s response to the calls (4-6)

  • that Airofit has no set of values; 
  • that Airofit has not adopted any set of values; and 
  • that Airofit has not provided any set of values ​​to Breatheology. 

Thus, Airofit’s revocation of the cooperation has also undoubtedly been unjustified and unauthorized for this reason, as Stig Severinsen’s fresh features in the debate have not been “incompatible with Airofit’s values”, which was precisely the justification in the revocation letter, cf. appendix 41.

It is disputed that Stig Severinsen’s fresh features in the debate should have been sanctioned. 

On the other hand, it is clear from page 45 of the Criminal Law Council’s report on peace and defamation (report no. 1563; 2017) concerning sections 267-274 of the Criminal Code on defamation, that it is important to remember who is the subject of the statement, as the right to Freedom of expression is declining on the basis of the following scale: (1) criticism of the government, (2) criticism of politicians, (3) criticism of public authorities, (4) criticism of public servants and (5) criticism of private individuals. 

Thus, the government and politicians enjoy the least protection, and Stig Severinsen as a private person has been entitled to speak critically. 

Airofit has not at any time expressed dissatisfaction with Stig Severinsen’s personal notice, despite the fact that Airofit constantly and continuously followed “from the office”, cf. SMS of 3 December 2020 from Jens Ørnbo reproduced in appendix 35

This fact also emphasizes that Airofit was aware of the fresh notices long before the repeal of the letter of formal notice, and that Airofit thus also accepted them. 

Should Airofit believe that it has sent Stig Severinsen requests to follow Airofit’s non-existent “value set” or change the tone of Stig Severinsen’s private Facebook profile, Airofit is encouraged (9) to provide documentation for this. 

It is also clear from the defense, on page 2, that “the cooperation between the parties took place in a period from November 2019 until May 2021 to the mutual interest and satisfaction of both parties“. (my emphasis) 

As a result of Airofit’s satisfaction with the cooperation until its termination (which Airofit incorrectly states to have taken place in May 2021), Airofit has thus had no reason to terminate the cooperation on 15 February 2021. 

The repeal is also not based on the Letter of Intent. 

The repeal has thus been unjustified and also demanded compensation as a result of Airofit being well aware of the significant work and investments already provided by Breatheology. 

Nor has Airofit at any time expressed dissatisfaction with Breatheology’s efforts, either in relation to the sale, promotion or positioning of Airofit, or pointed out errors of any kind; otherwise, (10) Airofit is invited to provide documentation of forwarded emails. 

Thus, Airofit has unjustifiably terminated the cooperation and thus significantly breached the Letter of Intent. 

 

Relationship to the commission agreement 

The fact that between the parties in 2019 had entered into an agreement on the payment of commission to Breatheology for the sales generated by Breatheology via its website is irrelevant to the payment due to Breatheology under the Letter of Intent, all the while Letter of Intent was entered into after the conclusion of the commission agreement. 

Thus, the Letter of Intent was entered into at a time when a commission agreement already existed, and it was not agreed that the commission was to deduct from the payment due to Breatheology under Letter and Intent. 

Incidentally, the commission agreement was continuously renewed, including in the summer of 2020, without it otherwise leading to any change in what was adopted in accordance with the Letter of Intent. 

In addition, Letter of Intent explicitly acknowledges that at the time of the conclusion of Letter of Intent there was already a collaboration, and it was agreed with Letter of Intent that “Breatheology will intensify the current collaboration in improving sales.”

Thus, Letter of Intent constituted a clear extension of the cooperation already entered into, which was to continue in accordance with the terms already agreed, and all marketing and promotion of Airofit was carried out with the aim of increasing sales as agreed in Letter of Intent, and as Airofit should reimburse Breatheology for separately in the event that the warrant program may not be adopted. 

The scope of the promotion and positioning of Airofit and Airofit unit initiated by Breatheology is also not commensurate with the commission agreement, but was initiated precisely because Breatheology had been promised 2.5% of the shares in Airofit, and thus with a view to fulfill its part of the Letter of Intent.

Breatheology is thus still entitled to full payment in accordance with the Letter of Intent, mainly in the form of 2.5% of the shares in Airofit, alternatively in the form of the value of the shares, and most alternatively, Breatheology must be remunerated for the significant promotion and positioning of Airofit , which Breatheology has secured and which has led to significant results, cf. Airofit’s accounts for 2020. 

It is otherwise rejected, as stated in the defense, page 4, that Breatheology should have had an “earnings” under the commission agreement of approx. 1.05 million DKK, as the above costs must be deducted from the turnover, including personnel, administration and promotion costs in order to reach a profit with the result that Breatheology has not made any profit from the commission agreement. 

 

Breatheology is entitled to remuneration under the agreement, alternatively compensation

As already stated in the application, Breatheology has fulfilled its part of the Letter of Intent, as the crucial “KPI” (“Key Performance Indicator”) in the form of the sale of Airofit units has indisputably been fulfilled, as also confirmed by the gross turnover in Airofit’s accounts for 2020. 

Through the sales, which only took place via Breatheology’s website in the period from 23 November 2019 to 18 April 2021, Airofit achieved an additional turnover of USD 636,894, corresponding to a further turnover of approx. DKK 4 million, of which Airofit has retained USD 470,609, corresponding to approx. DKK 3 million, as Breatheology alone was awarded USD 166,285, corresponding to approx. DKK 1 million, for the sales, cf. statement presented as appendix 52

Breatheology has therefore already as a result of these concrete sales of approx. DKK 4 million, which can be directly attributed to Breatheology, ensured Airofit a significant sale of the product, especially considering that Airofit’s gross profit in 2018 and 2019 was negative, while in 2020 it ended at DKK 6.76 million. 

In addition, of course, all sales took place directly via Airofit’s website as a result of Breatheology’s significant promotion and positioning of Airofit and the Airofit unit, and which are not directly measurable, but which are still included in Airofit’s gross profit for 2020, which amounted to DKK 6.76 million. 

Breatheology has also contributed by promoting and positioning Airofit and the Airofit unit to the best of its ability and integrating Airofit into Breatheology, which has indisputably added significant value to Airofit, and Airofit has knowingly accepted Breatheology’s compliance actions and performed work in accordance with Letter of Intent (with the consequence that even a non-binding letter of intent would have to be assessed as transformed into a legally binding contract). 

Airofit must therefore be ordered to issue A-warrants, each of which must give the right to subscribe for an A-share with a nominal value of DKK 1.00 in Airofit at a price of 100 to Breatheology Limited, in the alternative Airofit must be ordered to pay Breatheology an amount corresponding to the value of 2.5% of the total share capital in Airofit as assessed by the appraiser, however, a minimum of DKK 2,125,041. 

Most alternatively, Breatheology must be remunerated for the extensive promotion and positioning of Airofit that Breatheology has carried out, on the basis of e.g. the value which the appraiser will determine, not least as a result of Airofit otherwise being unjustifiably enriched at the expense of Breatheology, as Airofit has explicitly acknowledged through its lawyer that Breatheology is entitled to and as the precise wording and identification of Breatheology’s obligation in the Letter of Intent implies that Airofit is obliged to pay as for ordinary order work. 

In this connection, it is further argued that Breatheology is also entitled to remuneration / compensation, including as a minimum for positive expenses incurred, calculated time consumption and normal profit calculated as a result of Airofit’s significant breach of Letter of Intent and of the compensation-sanctioned loyalty obligation as a minimum of USD 1,074,000, corresponding to approx. DKK 6.7 million, as Airofit’s interruption of the collaboration over 10 months after the conclusion of Letter of Intent, and knowing that the significant work already delivered by Breatheology has not only been then partial, but directly culpable. 

 

Regarding Airofit’s alleged and undocumented losses 

It is disputed as an undocumented postulate that Airofit should have suffered some form of market disruption, let alone that Airofit should have suffered any loss due to Breatheology and Stig Severinsen. 

On the contrary, it is clear from Airofit’s latest accounts for 2020 that the collaboration with Breatheology has been completely beneficial for Airofit, which for the first time in several years ended the financial year with (a significant) profit. For this reason alone, it is also disputed that the conditions for compensation should be met – Airofit has not provided any documentation or otherwise explained this. 

Thus, in the writ of summons on page 11, Airofit has claimed to have suffered a loss of DKK 500,000 without presenting any kind of documentation, and without further elaborating on the matter in general. 

Airofit is encouraged (11) to document the alleged loss. 

Airofit has chosen not to make a separate claim, but simply stated that the undocumented claim of DKK 500,000 has already been set off against Breatheology’s receivable commission, which commission may arise from sales made directly via Airofit’s website, and which Breatheology does not have the opportunity to monitor. 

The court can thus assume that Breatheology has a receivable of at least DKK 500,000 in commission from Airofit. 

Against this background, Breatheology reserves the right to file a claim for payment of the wrongfully withheld commission. In any event, it is alleged that the detention is unlawful and that Airofit is obliged to pay the amount to Bre atheology. 

In addition, Airofit must be ordered to pay Breatheology USD 2,029.00, cf. appendix 100

 

Regarding Airofit’s other undocumented allegations and distortions of the truth 

It is disputed as incorrect and also undocumented that Breatheology should have parasitized on “Airofit’s massive marketing”, for which there is also no documentation. On the contrary, it is Airofit that has spun on the brands BREATHEOLOGY and STIG SEVERINSEN, cf. claim 3.

In addition, Airofit’s accounts up to 2020 show that Airofit’s undocumented marketing has clearly been ineffective. It was only in continuation that Airofit started a collaboration with Breatheology, and thus in continuation that Breatheology launched a correct and successful marketing and promotion of Airofit and of its product that Airofit achieved significant growth as a result of significant sales. 

It was stated in the defense on page 4 that Breatheology should have acquired “a turnover that actually belonged to Airofit”, because Breatheology was successful in selling “bundle offers” makes no sense all the time it just appears from Letter of Intent, that the parties had an existing co-operation; that Breatheology should integrate the Airofit unit into Breatheology (“make Airofit and Breatheology more integrated from a user perspective”); and because the offer could be made as a result of the significant discount offered by Breatheology on Breatheology’s book as well as Breatheology’s online training courses. 

Breatheology has thus actually indirectly paid for a part of the revenue that accrued to Airofit on each sale. 

 

Airofit’s unlawful exploitation of Stig Severinsen’s intellectual property rights and image rights 

Airofit claims that claim 3 has been filed on an “unfounded basis”, including that Breatheology has implicitly consented to the use made, cf. section 0 above. 

Airofit’s plea appears to have been borne by a fundamental misunderstanding in an intellectual property system. 

As initially mentioned in the application, it is a fundamental principle of intellectual property that any form of exploitation of intellectual property rights requires the consent of the right holder. 

At the same time, it is at least as basic a principle that tacit and vague agreements on the transfer of intellectual property rights are interpreted restrictively. This principle comes i.a. for expression in the specialty principle in the Copyright Act, section 53, subsection. 3. 

Additional reference is hereby made to KBET 2006 no. 1480 (Revision of Chapter 3 of the Copyright Act), where the following is stated in relation to section 53 (1) of the Copyright Act. 3: 

“The provision thus introduces a general principle of restrictive interpretation of unclear agreements on the transfer of rights, which in practice means that it is the acquirer of the right or the person who claims to have acquired the right from the author who has the burden of proving that a right of use has been transferred. ”

If Airofit is to succeed in the case, with the view that Breatheology has given consent to the utilization that has taken place, then it requires solid evidence. Everything else would be irresponsible. 

The fact is, however, that Breatheology has never given any explicit consent to Airofit’s exploitation of Stig Severinsen’s intellectual property rights as well as image rights. 

Nor has Breatheology acted in a way that could reasonably be taken for granted that a tacit agreement had been reached on the exercise of Breatheology’s rights, as Airofit claims. It can also be stated that Airofit has not yet been able to document such a thing. 

It is already clear that the exploitation in violation of Breatheology’s intellectual property rights and image rights, including in particular the trademarks BREATHEOLOGY and STIG SEVERINSEN and Stig Severinsen’s name and image, since 23 November 2019, cf. claim 3, must be sentenced to recognize. 

 

Breatheology has not acted in violation of the Marketing Act 

Airofit claims that Breatheology’s publications in appendix R-T should be in conflict with section 3 (1) of the Marketing Practices Act. 1, and § 20, para. 3. 

This is disputed. 

It is stated, first of all, that Airofit has not explained in detail why the publications were in breach of the said provisions. The views appear completely unqualified. 

In any case, it follows from the Constitution § 65, paragraph. 1, that there is publicity in the administration of justice. This is also expressed in the Administration of Justice Act § 28 a, paragraph. 1, of which i.a. follows that there is access to reproduce and discuss what goes on during court hearings. 

It is already difficult to see how Breatheology should have acted in violation of the Marketing Act, section 3, subsection. 1, and § 20, para. 3. 

Even if the Court of First Instance unexpectedly concludes that action has been taken in breach of the above provisions, it is completely undocumented that Airofit should have suffered any loss in that regard. 

The Court can therefore readily disregard Airofit’s pleas. 

Should Airofit nevertheless have to maintain its position, (12) Airofit is invited to file an independent claim for the alleged infringement of the Marketing Practices Act. 

Finally, (13) Airofit is invited to bring an independent action in the case should Airofit maintain its unfounded allegations of breach of the Trade Secrets Act. 

 

3. CALLS 

Airofit is encouraged (9) to present documentation that Airofit had ordered Stig Sev rinsen to change his tone on social media in order for Stig Severinsen to fulfill Airofit’s existing “value set”. 

Airofit is encouraged (10) to submit documentation of having advertised the efforts made by Breatheology in relation to sales, promotion, positioning of Airofit, etc.

Airofit is encouraged (11) to document the alleged loss in the defense. 

Should Airofit maintain its view that there has been a breach of the Marketing Practices Act, (12) Airofit is encouraged to make an independent claim in this regard. 

Airofit is invited (13) to file an independent claim in the case should Airofit maintain its unfounded allegations of breach of the Trade Secrets Act. 

In order to be able to carry out inspections and estimates regarding the valuation of investments, Airofit is also required to:

Airofit is invited (14) to present Airofit’s internal financial statements with specifications. 

Airofit is encouraged (15) to present an updated balance sheet for Airofit up to d.d. 

Airofit is encouraged (16) to present documentation for the company’s worldwide turnover, especially for the year 2021 until d.d. 

Airofit is encouraged (17) to submit Airofit’s updated accounting material up to d.d.

Airofit is encouraged (18) to present Airofit’s budget and financial forecasts for the coming years. 

Airofit is invited (19) to present Airofit’s latest business plan. 

Airofit is encouraged (20) to submit the loan application (s) submitted to Vækstfonden with accompanying documents, cf. Airofit’s annual report for 2020, page 18, from which it appears that Airofit has been disbursed two loans of DKK 3 million, cf. appendix 51. Reference is made to the necessary documents and conditions for the processing of loan applications submitted by Vækstfonden presented as appendix 110, including that loan applications must be attached to a business plan. 

Airofit is invited (21) to provide documentation of Airofit’s existing and applied IP rights in the EU, USA and other countries, including in relation to patents, copyrights, trademarks and other forms of IP rights. 

Airofit is invited (22) to submit to Airofit any plans or considerations regarding possible IPO (Initial Public Offering) / Exit. 

Airofit is invited (23) to present any plans or considerations regarding possible future capital increases. 

Airofit is encouraged (24) to present collaboration agreements with partners, such as Decathlon and others. This also includes agreements on networks and alliances.

All Breatheology’s rights are reserved in all respects, including the right to make further claims, pleas and make additional claims in the present or other actions, in particular if it turns out that Airofit has withheld information, including in responding to Breatheology’s requests. . 

 

4. EVIDENCE

4.1 Interrogations 

In addition to the party statement by Stig Severinsen and counter-examination of the persons stated by Airofit in the defense, including director of Airofit Christian Tullberg Poulsen and board member of Airofit Jens Ørnbo, Breatheology reserves the right to testify the following

 – Claus Peter Jakobsen, former Chairman of the Board of Airofit 

 

4.2 Documents 

Appendix 48: E-mail from Christian Tullberg Poulsen, director of Airofit, to Stig Severinsen, Claus Peter Jakobsen, chairman of the board of Airofit, Jens Ørnbo, board member of Airofit, and Jacob Helleberg Mathiesen, COO of Breatheology, attached Letter of Nothing signed by Airofit.

Appendix 49: Airofit’s annual report for the year 2018.

Appendix 50: Airofit’s annual report for the year 2019. 

Appendix 51: Airofit’s annual report for the year 2020. 

Appendix 52: Statement of Breatheology’s sales in the period 23 November 2019 to 18 April 2021. 

Appendix 53: Printout from Breatheology’s website with print screen from the course “Breath Training in the Corona Crisis”. 

Appendix 54: Ebooks download confirmation as well as statistics on e-mails sent to Breatheology’s followers/customers. 

Appendix 55: Printout from Breatheology’s website with print screen from “The Airofit & Breatheology Breathing Bundle”. 

Appendix 56: Screenshot showing Instructor Call on March 29, 2020 

Appendix 57: Correspondence between Stig Severinsen and instructor Sean Coakley 

Appendix 58: Correspondence between Stig Severinsen and instructor Stephan Conradi 

Appendix 59: Screenshot from Zoom meeting with chat and mention of Airofit. 

Appendix 60: Email of April 2, 2020 from Arturs Kurmejevs, Marketing Manager at Airofit, to Breatheology. 

Appendix 61: Data from 42matters analysis that Breatheology has had implemented by the Airofit app on June 8, 2021. 

Appendix 62: Overviews of Breatheology’s visitors divided into different countries. 

Appendix 63: Facebook post by CCO Thomas Meng in April 2021. 

Appendix 64: E-mail correspondence of 1 and 2 April 2020 between Stig Severinsen and Journalist from Go’morgen Denmark, Alexander Brun-Heiden. 

Appendix 65: Documentation for “handover ceremony” to Caroline Wozniacki, Patrick Wozniacki and basketball player David Lee on March 6, 2020 

Appendix 66: Facebook post of June 9, 2020

Appendix 67: Documentation for campaigns on Facebook of the Airofit device through the Airofit Bundle. 

Appendix 68: Documentation for campaigns on Facebook of Breatheology’s ebook covering Airofit. Appendix 69: Documentation for campaigns on Facebook of the Discovery program “Undressed towards the top with the Wozniacki family”. 

Appendix 70: Sponsored posts on Instagram by i.a. Breatheology’s ebook. 

Appendix 71: Blog post by Marina Aagaard regarding Stig Severinsen.

Appendix 72: Correspondence Breatheology and Waimea between 28 April 2020 and 21 August 2020. 

Appendix 73: Correspondence with Dimitriy Kruglyak from TargetChoice and working documents. Appendix 74: Documentation for Breatheology’s and Stig Severinsen’s participation in the largest trade fair in water sports, Düsseldorf International Boat Show, in the period from 18 to 26 January 2020, as well as e-mail correspondence between the parties. 

Appendix 75: E-mail correspondence from the period 15-17. May 2020 between Niels J. Storm, Christian Tullberg Poulsen and Stig Severinsen. 

Appendix 76: Correspondence between Stig Severinsen and i.a. Jacob Risgaard, Martin Thor borg. Appendix 77: Correspondence from the period April-June 2020 between Rory Phelan and i.a. Jeanette Tullberg Poulsen and Sebastian Tullberg Poulsen. 

Appendix 78: Invoices from Relatel A/S. Appendix 79: Image of Breatheology’s mastercard ending at 8154 

Appendix 80: Email of May 3, 2020 from Lenka Vreckova, Customer Experience & Support Representative at Airofit, to Rory Phelan, Head of Customer Service at Breatheology.

Appendix 81: E-mail of 31 May 2020 from Christian Tullberg Poulsen, Director of Airofit, to Rory Phelan, Head of Customer Service at Breatheology, and Sofus Grum-Schwensen, CTO at Breatheology. Appendix 82: Documentation of payments to Waimea from Breatheology’s account in Wise.

Appendix 83: Documentation for payments to BreathFlo from Breatheology’s account in Wise. 

Appendix 84: Documentation of payments to TargetChoice LLC from Breatheology’s account in Wise. Appendix 85: Invoice issued to Breatheology for Jacob Helleberg Mathiesen’s work in the period February 2020 – March 2020. 

Appendix 86: Documentation for payments to Jacob Helleberg Mathiesen from Breatheology’s account in Wise. 

Appendix 87: Documentation for payments to Jimaco A/S from Breatheology’s account in Wise. Appendix 88: Printout from the CVR register for Jimaco A/S. 

Appendix 89: Invoice issued to Breatheology for Sofus Grum-Schwensen’s work. 

Appendix 90: Documentation for payments to Sofus Grum-Schwensen from Breatheology’s account in Wise. 

Appendix 91: Documentation of payments to Rory Phelan from Breatheology’s account in Wise. Appendix 92: Invoice of March 2, 2020 issued to Breatheology for Sean Coakley’s work. 

Appendix 93: Documentation of payments to Michael Mesure from Breatheology’s account in Wise. Appendix 94: Summary prepared by Breatheology containing a labor breakdown in terms of administrative costs. 

Appendix 95: Transcript from Breatheology’s website. 

Appendix 96: E-mail correspondence between the parties in the period from 16 September 2020 to 22 September 2020 

Appendix 97: Emails from Arturs Kurmejevs, Marketing Manager at Airofit, to Breatheology of 4 August 2020, 8 September 2020, 14 September 2020 and 2 December 2020, respectively. 

Appendix 98: Email from Arturs Kurmejevs, Marketing Manager at Airofit, to Rory Phelan, Head of Customer Service at Breatheology, and Lenka Vreckova, Customer Experience & Support Representative at Airofit, dated October 14, 2020. 

Appendix 99: E-mail correspondence between Arturs Kurmejevs, Marketing Manager at Airofit, to Rory Phelan, Head of Customer Service at Breatheology, in the period from December 5, 2020 to February 1, 2021. 

Appendix 100: E-mail correspondence between Arturs Kurmejevs, Marketing Manager at Airofit, and Rory Phelan, Head of Customer Service at Breatheology from the period 22.-23. June 2020.

Appendix 101: Invoice no. 71920 of May 3, 2021 at USD 2,029.00 issued by Breatheology to Airofit. Appendix 102: Screenshot of Airofit’s advertisement on Facebook dated 15 February 2021, as well as Airofit’s own comment on this. 

Appendix 103: Screenshot of Airofit’s advertisement on Facebook dated 15 February 2021, as well as Airofit’s own comment on this.

Appendix 104: Screenshot of Airofit’s advertisement on Facebook dated 26 February 2021, as well as Airofit’s own comment on this. 

Appendix 105: Screenshot of Airofit’s advertisement on Facebook dated 8 April 2021, as well as Airofit’s own comment on this.

Appendix 106: Screenshot of Airofit’s advertisement on Facebook dated 9 April 2021, as well as one of Airofit’s own comments on the announcement. 

Appendix 107: Screenshot of Airofit’s advertisement on Facebook dated 14 April 2021, as well as Airofit’s own comment on this.

Appendix 108: Screenshot of Airofit’s advertisement on Facebook dated 18 April 2021, as well as Airofit’s own comment on this.

Appendix 109: Screenshot of Airofit’s advertisement on Facebook dated 11 May 2021, as well as one of Airofit’s own comments on the announcement. 

Appendix 110: Printout from the Growth Fund’s website: https://vf.dk/finansiering/vaekstlaan til-ivaerksaettere/ 

 

5. PROCEDURAL NOTICES 

Procedural notices to the plaintiff can be sent to lawyer Sebastian Lysholm Nielsen, Lundgrens Advokatpartnerselskab, Tuborg Boulevard 12, 2900 Hellerup, with reference to j.nr. 70863. 

 

Lundgrens Law Firm

Sebastian Lysholm Nielsen 

Lawyer, Director 

Third extension request from Airofit

 

Announcement

3 September 2021

 

From Rasmus Hoffery Nielsen 

To the City Court

 

Deadline Extension

Case no. BS-14788/2021-KBH, Breatheology Limited m.fl. (2) against Airofit A/S 

I request a one-week postponement with my remarks on the discretionary topics as well as further questions, as due to illness I have not had the opportunity to complete the pleading within the deadline.

Yours sincerely,

Rasmus Hoffery Nielsen

The announcement contains special questions which the court must decide on during the preparation of the case: Yes

Court Miscredits extension request

 

Lawyer Sebastian Lysholm Nielsen                                      September 3, 2021

Plaintiff Stig Severinsen

Defendant Airofit A/S

Lawyer Rasmus Hoffery Nielsen

 

Case no. BS-14788/2021-KBH

Breatheology Limited m.fl. (2) vs. Airofit A/S

Breatheology Limited, has requested that an extension of the deadline for submitting comments on the assessment topics, as well as submit any further questions.

The court has decided to extend the deadline to September 10, 2021.

We refer to our previous communication on the effects of not meeting the deadline.

If you have any questions, please feel free to contact us.

Yours sincerely,

Principal Administrative Assistant

 

Published for the portal on 09-07-2021 at 12:49

Recipients: Defendant Airofit A/S, Plaintiff Breatheology Limited, Lawyer (L) Sebastian Lysholm Nielsen, Lawyer (H) Rasmus Hoffery Nielsen

Third Extension From Airofit Accepted

 

Lawyer Sebastian Lysholm Nielsen

Lawyer Rasmus Hoffery Nielsen 

7 September 2021

 

Case no. BS-14788/2021-KBH 

Breatheology Limited vs. Airofit A/S 

In the case, the court has received notification of September 7, 2021 from plaintiff. 

The court has rightly changed the deadline for Airofit A/S comments, and also dropped Stig Severinsen out of the case.

If you have any questions, please feel free to contact us.

Yours sincerely

 

Birthe Plum 

Principal Administrative Assistant

 

Published for the portal on 07-09-2021 at 11:56

Recipients: Lawyer (L) Sebastian Lysholm Nielsen Lawyer (H) Rasmus Hoffery Nielsen, 

Notice from our lawyer about extension

 

Announcement

7 September 2021

 

From Pernille Hellesøe 

To the Court

 

Notice from plaintiff

Case no. BS-14788/2021-KBH, Breatheology Limited m.fl. (2) vs. Airofit A/S 

Following on from the Court’s letter of 3 September 2021, it should be pointed out at the outset that Breatheology Ltd., which has already submitted the discretionary theme as early as 29 July 2021 and Procedure 1 on 3 September 2021, has not requested an extension of any time limit.

Airofit A/S’ request for an extension of the time limit means that subsequent deadlines already set by the Court in relation to views and estimates must be postponed accordingly, which the Court is asked to note.

Airofit A/S’ any questions to the appraisers are therefore anticipated no later than 10 September 2021.

It is thus expected that Airofit A/S will not request further postponements, as it must already be stated at present that Breatheology Ltd. will object to such a request, in particular in view of the fact that Breatheology Ltd. was not given the opportunity to comment on Airofit A/S’ request for postponement before the Court granted it, and as the request for postponement in accordance with the Danish Judges’ Association’s guidelines for handling civil cases was submitted too late in view of the fact that Breatheology Ltd. submitted its theme of discretion as early as July 29, 2021.

Finally, the Court is asked to correct the subject area in the court’s letters by removing “Stig Severinsen”, who is no longer part of the case.

Yours sincerely

Sebastian Lysholm Nielsen 

Lawyer

 

The notice contains special questions that the court must decide on during the preparation of the case: Yes

Fourth Extension Request from Airofit

 

Announcement

September 10, 2021

From Rasmus Hoffery Nielsen 

To the Court

 

Plaintiff’s questions, request for extension of time and request for decision on costs 

Case number BS-14788/2021-KBH, Breatheology Limited vs. Airofit A/S 

 

It can be stated that the defendant has objections to the plaintiff’s questions in the assessment team regarding the valuation of shares. 

The question presupposes that the appraiser must perform an arbitrary number of theoretical valuations based on several methods, and then choose the method that gives the highest value, regardless of whether the appraiser may consider this method less suitable. 

It is not permissible in this way to “force” the appraiser’s hand. The question is thus protested in the present form.

In relation to the question theme around “valuation of work”, the question seems too imprecise to be able to form the basis for an answer. In addition, there are protests against the appraiser being brought into a proposal by the Association for Danish Marketing, which I understand is a client of the plaintiff’s lawyer’s office, and therefore can not in any case be considered an independent body. 

It is possible that the question becomes clearer when my client and I have had the opportunity to review the plaintiff’s Pleading 1 submitted on 3 September 2021 with accompanying appendices 48-110. 

It can already be foreseen that Pleading 1 will give rise to supplementary questions and probably the presentation of a number of additional annexes. In view of the scope of Pleading 1 with appendices 48-110, I request that the time limit for the defendant’s pleading be postponed by a minimum of 2 weeks. 

Finally, I repeat my request that the defendant be awarded costs in the case, which Stig Severinsen had brought against the defendant. Stig Severinsen has “resigned” from the case, which means that this part of the case has been dropped by Stig Severinsen. As a result, my client must be awarded the costs of this case, which the court is asked to decide on. 

Yours sincerely 

Rasmus Hoffery Nielsen 

The notice contains special questions that the court must decide on during the preparation of the case: Yes 

Notice from our lawyer about appraisals

 

Announcement 

September 16, 2021 

 

From Pernille Hellesøe 

To the Court 

 

Notice from plaintiff 

Case number BS-14788/2021-KBH, Breatheology Limited v. Airofit A/S 

In continuation of the defendant’s announcement of 10 September 2021, it must initially be rejected, in relation to the discretionary theme regarding valuation of shares, “that the appraiser must perform an arbitrary number of theoretical valuations based on several methods, and then choose the method that gives the highest value , regardless of whether the appraiser may consider this method to be less suitable ”as the question explicitly states that the appraiser must use“ the relevant valuation model, which the appraiser CONSIDERS will result in the highest valuation ”.

The appraiser is thus free to use the method he deems can give the highest valuation, and the question must be allowed, as the question precisely gives the appraiser the greatest possible freedom to estimate the relevant value. 

It is rejected that the question of “valuation of work” should be inaccurate – if that should otherwise be the case, it is up to the appraiser to explain this. Incidentally, the question gives the appraiser the greatest possible freedom to estimate the relevant value. 

The Danish Marketing Association must continue to be considered competent and impartial, as Lundgrens currently only assists the association in relation to the telephone hotline offered to the association’s members, and the defendant is not seen to have proposed an alternative body. 

The plaintiff thus proposes that the associations Danish Auditors and the Danish Marketing Association are now approached with a request to have appraisers put forward in proposals, so that scopes and estimates are not delayed. It shall not be to the detriment of the plaintiff that the defendant has repeatedly during the preparation of the case requested postponements, which the plaintiff has otherwise protested against. 

It is rejected that the defendant should be awarded costs in the case. In this connection, reference is made to the explanation of this in the reply under point 2.1, with the consequence that it in fact, the plaintiff should be awarded costs. In the alternative, it is argued that the question of costs must be dealt with in connection with the sentencing. 

Yours sincerely,

Sebastian Lysholm Nielsen 

Lawyer 

 

The notice contains special questions that the court must decide on during the preparation of the case: Yes 

3rd public email from stig severinsen

Hopefully, summer has been full of time outside, with friends and family – and maybe even with some wonderful travel adventures.

Breatheology as an official supplier to the WHO

As a great amazing sign of “approval” – Breatheology has now become an Official Supplier to the WHO. On Sep. 14th & 15th, Stig Severinsen held LIVE sessions via Zoom, and guided 53 Health Ministers and hundreds of Delegates, through breathing exercises on General Relaxation, Re-Energization, and Deep Relaxation (“Relax on Demand”).

All exercises in the training were carefully designed to fit perfectly with the aims to follow the healthy and sustainable meeting model in line with WHO/Europe’s Healthy Meetings initiative.

We have already received very warm feedback and will continue this important collaboration and you can see and follow the exercises right here as well as learn more about the new “Healthy Meetings” initiative of the WHO:

https://www.euro.who.int/en/about-us/governance/regional-committee-for-europe/71st-session/healthy-rc71

Airofit faces a million-dollar lawsuit – dates set for Spring 2022

We are making great progress in the legal case against Danish company Airofit A/S. The City Court of Copenhagen has now set the dates for the court hearings which will run from March 30th to April 1st, 2022.

We have called several witnesses who must appear and stand in trial.

These are; CEO and Member of the Board of Airofit A/S, Christian Tullberg Poulsen, Jens Ørnbo, Member of the Board of Airofit and Investor plus Claus Peter Jakobsen, former Chairman of the Board of Airofit A/S and Investor.

On Sep. 3rd, our team of brilliant lawyers handed in 40 pages fact-loaded and cross-referenced “Process Writing 1” to the City Court of Copenhagen.

A Little “teaser” from the start of the Legal document responding to the very poor legal response of Airofit A/S lawyer, Rasmus Hoffery Nielsen:

In continuation of what is stated in the reply, the defense adds the following:

1. SUPPLEMENTARY CASE PRESENTATION

The response is characterized by suffering from significant deficiencies and distortions of the facts, which is also supported by Airofit’s refusal to fulfill the relevant and usual provocations.

Thus, it should be clarified at the outset that it was Airofit that contacted Breatheology in order to seek the possibility of entering into collaboration, as Airofit A/S clearly saw such collaboration as necessary to be able to market Airofit A/S and ensure the growth necessary for Airofit A/S.

So not only is the lawyer, Rasmus Hoffery Nielsen, not appearing very competent in the Danish legal system. He is also putting blatant lies in writing. It might be that Mr. Hoffery Nielsen has lost all track of the timelines and facts in this case – but to me, this merely appears to show an unprecedented level of “tremendous stupidity” since we can easily and simply document that he is indeed putting forward lies and distorting the facts.

But this goes well in alignment with the first letter ever sent by Mr. Hoffery Nielsen on April 19th, 2021, where he first addressed and accused the wrong lawyers from our team to then go on to promise “fire and fury” if we did not remove all social posts related to this case (if that was not done within 24-hours he would put an immediate injunction which – of course – never happened).

Also – he went on accusing me (Stig Severinsen) and Breatheology of breaking the Danish Marketing Act and Danish Trade Secrets act.

I am not intimidated nor surprised but these “nonsense mumbo jumbo” legal threats.

In fact, I have asked my lawyers to encourage Mr. Rasmus Hoffery Nielsen and Airofit A/S to put down independent “claims” in case they truly believe we have broken any laws.

So not only are we making “provocations” to lay down separate claims – we are actually holding Airofit A/S (and Mr. Rasmus Hoffery Nielsen) RESPONSIBLE to their own words and (nonsense) accusations!

And I want the Legal Court Systems eyes on this – because it will not only remove the baseless “legal claims” against us. It will PROVE that Airofit A/S (and maybe especially Mr. Rasmus Hoffery Nielsen) are incompetent and do not understand the Laws of the Kingdom of Denmark.

But most importantly – it will reveal their shameless methods of manipulation, sabotage and legal threaths. With the sole objective to spread fear and insecurity and get it their way!I see through these little games and cheerfully await the final results from the Danish legal system and ultimately the decision of the Judge of the City Court of Copenhagen on these accusations!

It is obvious that this has been all bullshit and just a fancy “wild gunslinger cowboy” maneuver in order to spread fear and panic in our camp!

Only time will tell – but I promise to keep you updated on the situation and the outcome!

You can read ALL the updated legal letters, details, and documents by clicking HERE.

Basically, Airofit A/S are still “denying” all charges and keep coming up with lame excuses in order to delay the case – and first and foremost the “Independent Company Value Evaluation” that will be performed over the coming months.

In general, the lawyer of Airofit A/S, Rasmus Hoffery Nielsen, appears to have a very poor understanding of the basic laws in Denmark regarding Contracts/Breach of Contract, IP Rights, and even the common laws and former cases, that our lawyers are using and referencing.

This is (obviously) only to our advantage, but is leading both to delays since the Legal system within which we operate, is incredibly “flexible” and with no firm rules or laws on delays and protests. This might seem very unlikely or rather unthinkable – yet this is how it is. So in a way, we are now also fighting the people from the City Court of Copenhagen, which have – in many incidences – been incredibly incompetent and inconsistent.

That you also have to spend so much time correcting and dealing with the people INSIDE the legal system, which (hopefully) should have been created to protect and help you, is a source of great frustration!

Add to that the incredibly lame excuses used to ask for delays from Airofit A/S lawyer, Rasmus Hoffery Nielsen.

A few of them have been;

“We ask for a delay since soon Pentecost is coming up”

(?????? – Yes, as it does every single year at the same time)!

“My client has not yet had the time to read through my documents”

(??????? – how can this possibly concern us nor the City Court of Copenhagen).

“I have been sick”

(well – this “excuse” was sent on the very day of deadline for reply, and more than 30 days after the initial request, which in itself is against the court laws and procedures of Denmark!)

In brief – what has become very obvious is that – no matter the final outcome of this legal court case against Airofit A/S – the certain “winners” are all the lawyers involved – on both sides including all the people working for the court – clerks, administrative officers and judges.

It is NOT – first and foremost – a system that holds justice and the right to freedom as the principal objective.

Rather, it is a money-printing machine, which keeps sucking money from any citizen involved, by the whim of any legal persons pen and temper.

Nonetheless, this is the “game” we have to play and the rules that are given – however hopeless, rigid, and old-fashioned they might appear!

On a positive note, our lawyers are representing 110 files of hardcore factual documentation to support our claims.

So far, Airofit A/S has presented about 0 (Z-E-R-O) factual or relevant files or documents!

And we have created a detailed list of legal “requests & encouragements” – which will make the movie classic “A Nightmare on Elm Street” look like a fairy tale or kindergarten trailer.

Any refusal from Airofit A/S to reply to these will only be held against them as damage!

So everyone at the company is in for a few months of “walking through the fire of hell” – from details related to all topics ranging from missing and late payments, broken links and coupon codes (resulting in erroneous and insufficient pay-outs to Breatheology) to the more serious documentation of more historic monetary values such as, Total Global Sales, Complete updated balance sheets, all Investments with amounts of specifications, business plans and any future plans of EXIT or investment application, IP and Patent approvals and status plus full lists of global collaborations and product development.

Read ALL the details Airofit A/S now has to respond to right HERE.

On top of that – as revealed by the Public Annual Reports published for 2016, 2017, 2018, 2019 and 2020 – it is clearly stated that Airofit had NO significant gross profit generated from 2016 – 2019. Only in 2020 did they generate 6.76 million DKK (just above 1 million dollars US) of which Breatheology has been responsible for over 50% of the sales (a total value around 4 million DKK).

Also – in both 2018 and 2019 – there were serious concerns raised in the annual documents about the future of Airofit A/S.

“It should be emphasized in particular that Airofit’s annual report for 2018, cf. Appendix 49, page 14, states that there was uncertainty about the company’s continued operations:

The company’s operations are dependent on continued inflows of capital contributions either in the form of own capital contributions or receipt of innovation support, etc. Management estimates that revenue growth in the coming financial year will bring the company into a position of being self-sufficient. It is the management’s opinion that the company will obtain the necessary support or capital contribution to be able to continue for at least 12 months from the balance sheet date.”

It was not until 2020, and thus in continuation of the conclusion of the collaboration with Breatheology, and in continuation of Breatheology’s significant promotion and positioning of Airofit and the Airofit unit, that the going-concern reservation was removed from Airofit’s annual report. This fact underlines in its essence how important the collaboration with Bretheology has been for Airofit A/S.

It further appears from Airofit’s annual report for 2020, page 8, cf. Appendix 51, that Airofit in 2020 “drastically increased volumes, resulting in new users and cash generation” despite the global challenges, and that “2020 was a breakthrough year for Airofit” including as a result of “sale and marketing”, which Breatheology has contributed to a significant extent.

The previous uncertainty regarding Airofit’s future operations has also been replaced in Airofit’s annual report for 2020 by an expectation of significant growth, cf. Appendix 51, page 8: Over a multiyear horizon, we expect to achieve 100-200% average annual growth in capacity and sales. In some years we may grow faster… ”

Breatheology’s efforts in accordance with the parties’ cooperation have thus not only resulted in increased revenue for Airofit A/S but also had a significant impact on the company’s growth and future

In total, Breatheology has invested USD 290,000 + USD 784,000 = USD 1,074,000, corresponding to approx. DKK 6.7 million in the promotion of Airofit and the Airofit device.

SO – Airofit A/S is now facing a “Million-Dollar Lawsuit” – well, how about that!

The Danish Growth Fund is now also involved

On top of this, on May 26th, 2021, Lene Gerlach from the Danish Væsktfonden (The Danish Growth Fund Danish: Denmark’s investment fund), also became a Board Member in Airofit A/S.

This is a company which laws and rules are signed by the hand of Queen Margrethe the Second of Denmark and approved by the Danish Parliament as a Public Company.

This development will be very interesting to follow – because Vækstfonden has given two loans of 3 million DKK to Airofit A/S – so they are now implicated in this lawsuit.

How Vækstfonden will respond and act during these legal trials will be most noteworthy to observe!

And this is ONLY the beginning – we have many more “golden cards” up the sleeve and several “golden bunnies” still to pull out of our legal magical hat.

Have a great Sunday eve…and until next time;

Breathe, smile, be thankful for all you’ve got, stay humble, honest, healthy, and curious.

Friendly greetings

Stig & Team Breatheology

PS. In case you want to “find and investigate” ALL the legal documents, public emails, and newspaper articles, related to our big lawsuit against Airofit A/S then you can find them RIGHT HERE.