The primary objective of the multicenter prospective clinical study is to assess the prediction of flares in atopic dermatitis (AD). This milestone marks a significant step forward in understanding and managing this chronic, inflammatory skin condition, which affects millions of people worldwide.
The study, titled DETECT-AD, the first study through the collaboration with Castle Biosciences, will investigate SciBase method of Electrical Impedance Spectroscopy (EIS) ability to predict the onset of flares in patients with atopic dermatitis. By identifying early signs, the research aims to enable proactive interventions, improve patient quality of life, and reduce the burden of unpredictable flare-ups.
Atopic dermatitis is characterized by periods of remission and flare-ups, which can significantly impact patients' daily lives. Current treatment approaches are often reactive, addressing symptoms only after they appear. This study seeks to shift the paradigm toward proactive, personalized care, empowering patients and healthcare providers with actionable insights.
"The enrollment of the first patient is an exciting milestone in our mission to transform the management of atopic dermatitis. By predicting flares before they occur, we hope to offer patients greater control over their condition and improve their overall well-being", said Pia Renaudin, CEO of SciBase.,
About SciBase and Nevisense SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
The study, which was previously orally presented at the AAAAI conference in Philadelphia February 27 - March 2, was conducted by researchers at the Icahn School of Medicine at Mount Sinai and assessed neonatal skin barrier integrity using Nevisense within the first days of life. Infants who developed atopic dermatitis during their first year had significantly higher neonatal measurements than those who remained disease-free, suggesting that Nevisense may serve as a non-invasive early biomarker of skin barrier dysfunction associated with future atopic dermatitis risk.
Atopic dermatitis affects approximately 15-20% of children worldwide and is one of the most common chronic inflammatory skin diseases of infancy and childhood.1) It is often the first manifestation of the "atopic march," a progression that may later include food allergies, asthma, and allergic rhinitis. The ability to identify skin barrier dysfunction before the onset of clinical symptoms could enable earlier risk assessment, support future prevention strategies, and improve patient stratification in both clinical practice and research
Conclusion from the study was "Higher EIS scores, suggestive of impaired skin barrier, within the first week of life were significantly associated with development of AD in the first year of life."
"The publication of these findings in a leading peer-reviewed allergy journal represents an important milestone", said Pia Renaudin, CEO of SciBase. "These results support the potential of Nevisense not only as a technology for assessing skin barrier integrity, but also as an early biomarker that may help identify infants at increased risk of developing atopic dermatitis before clinical symptoms emerge."
The publication adds to a growing body of evidence supporting Nevisense as a non-invasive technology platform for assessing skin barrier integrity and dysfunction. Together with previous studies, these findings further strengthen the potential role of Nevisense in earlier risk assessment, prevention strategies, disease monitoring, and future therapeutic development in atopic dermatitis and other skin barrier disorders.
The authors conclude that reliable, non-invasive technologies for assessing skin barrier integrity remain an important unmet need. Their findings demonstrate the potential of Nevisense to detect early skin barrier dysfunction and identify infants at elevated risk for atopic dermatitis before disease onset.
The article titled" Elevated Neonatal Electrical Impedance Spectroscopy Measurements Are Associated With Atopic Dermatitis in High-Risk Infants" is published in the journal Allergy and can be found through this link: https://onlinelibrary.wiley.com/doi/10.1111/all.70402,
About SciBase and Nevisense SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
The board of directors' resolution entails that the last day of trading in the Company's share, before the Reverse Share Split, will be on 3 June 2026, and the first day of trading in the Company's share, after the Reverse Share Split, will be on 4 June 2026. This means that the share price as of 4 June 2026 will reflect the effect of the Reverse Share Split. As a result of the Reverse Share Split, the Company's share will have a new ISIN code as of 4 June 2026: SE0029277631.
Shareholders will automatically receive a new, lower number of shares in proportion to the number of shares held on the record date. If a shareholder's shareholding on the record date does not correspond to a full number of new shares, i.e., is not evenly divisible by one hundred (100), such shareholder will receive as many shares as necessary free of charge (1-99) that their shareholding, after adding the shares provided, becomes evenly divisible by one hundred (100), so-called rounding up. Provision of shares is made through Euroclear Sweden AB, without the need for further measures to be taken by shareholders.
Following the Reverse Share Split, the number of shares and votes in the Company will decrease from 1,022,530,000 to 10,225,300, each share with a quota value of SEK 5.00.
Timetable for the Reverse Share Split
The following timetable applies to the Reverse Share Split:
Date
Action
3 June 2026
Last day of trading in the Company's share before the Reverse Share Split.
4 June 2026
First day of trading in the Company's share following the Reverse Share Split. As of this date, the share price reflects the effect of the Reverse Share Split.
5 June 2026
Record date for the Reverse Share Split.
8 June 2026
The new number of shares is expected to be registered in each shareholder's VPC account.
Recalculation of warrants of series TO 2
In accordance with the terms and conditions for warrants of series TO 2, which were issued in connection with the capital raise announced in April 2024, the number of shares that each warrant entitles the holder to subscribe for and the subscription price shall be recalculated following reverse share splits. Accordingly, the Company has carried out a recalculation of warrants of series T0 2 due to the Reverse Share Split. Following the completed recalculation, SciBase can announce that the number of shares that each warrant of series TO 2 entitles to subscribe for and the subscription price per share has changed in accordance with the following. Following the recalculation, one (1) warrant of series TO 2 entitles the holder to subscribe for 0.0109 shares at a subscription price of SEK 38.00 per share, in accordance with the previously communicated terms and conditions for the warrants.
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
In the study, human ex vivo skin samples were exposed to Sodium dodecyl sulfate (SDS), a surfactant in household cleaning products which is known to impair the barrier.
Also, skin that was affected by SDS were treated with N-acetylcysteine (NAC) and nicotinamide (NAM) to promote recovery of skin barrier function.
Nevisense was used in the study to detect the changes in the skin barrier and detected that short-term exposure to SDS rapidly disrupts human skin barrier integrity within minutes as well as the effect of NAC and NAM.
Skin barrier research is an expanding area in dermatology. Disruption of skin barrier function plays a key role in the development and severity of e.g. contact dermatitis from chemical substances
"We are happy to see that Nevisense and EIS-technology continue to provide value in this type of research. This study further strengthens the role of Nevisense as an effective research device and show the potential to become the state-of-the-art research tool within the skin barrier research," said Pia Renaudin, CEO of SciBase.
The full results of the study have now been published in the scientific journal Allergy "Rapid Human Skin Barrier Disruption by Sodium Dodecyl Sulfate and Associated Molecular Mechanisms," - Li - Allergy, DOI: https://doi.org/10.1111/all.70390
Certified Advisor (CA): DNB Carnegie Investment Bank AB (publ) Phone: +46 8 588 68 570, E-mail: [email protected]
About SciBase SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops, manufactures, and commercializes Nevisense, a unique point-of-care platform that combines AI and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
to adopt the profit and loss statement and the balance sheet and the group profit and loss statement and the group balance sheet for the financial year 2025;
that no dividend shall be paid for the financial year 2025 and that the year's result shall be carried forward;
to grant the board members and the CEO discharge from liability for the financial year 2025;
that the board of directors shall consist of four ordinary members without deputy members and that a registered accounting firm shall be elected as auditor;
that the fees payable to the board of directors for the period until the end of the next annual general meeting shall be SEK 415,000 for the chairman of the board and SEK 150,000 to each of the other ordinary board members (who are not employed by a larger shareholder in the Company) and that fees payable to the auditor are to be paid in accordance with approved invoices;
for the period until the end of the next annual general meeting, to re-elect Jesper Høiland, Robert Molander, Diana Ferro and Anna Eriksrud as board members, to re-elect Jesper Høiland as chairman of the board of directors and to elect the auditing firm Öhrlings PricewaterhouseCoopers AB as auditor for the Company, with Magnus Lagerberg as auditor in charge;
to adopt principles for the appointment of a nomination committee;
to amend the articles of association and to carry out a reverse share split, whereby one hundred (100) existing shares will be consolidated into one (1) new share (reverse share split 1:100). Following registration of the reverse share split with the Swedish Companies Registration Office, the quota value per share increases from SEK 0.05 to SEK 5.00;
to implement stock option program consisting of a directed issue of warrants and approval of transfer of warrants for the fulfillment of the Company's obligations under the stock option program; and
to authorize the board of directors to increase the share capital through issuance of new shares, warrants and/or convertible debentures. Through issuances resolved upon with support from the authorisation - with deviation from the shareholders' preferential rights - the number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall correspond to not more than a 20 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s).
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
While Nevisense is already an established technology for the detection of melanoma and the assessment of skin barrier in conditions like atopic dermatitis, this new research expands its potential application into the field of geriatric dermatology and longevity science.
Key Findings from the Study: The cross-sectional study compared EIS measurements between young adults (mean age 25.9) and older adults (mean age 79.1). By utilizing advanced feature-level analysis of the 700 parameters captured by each Nevisense measurement, researchers developed a "composite barrier score." Key highlights include:
Precision Detection: The study identified 35 specific age-associated EIS features in the forearm.
Strong Correlation: The resulting composite barrier score showed a strong association with age (Spearman rho=0.69), proving that EIS can detect subtle alterations in skin architecture and composition that occur as we age.
Advanced Analytics: The research emphasizes that analyzing specific EIS features provides a significantly more sensitive assessment of age-related barrier changes than standard summarized values.
"These results are an exciting step forward for SciBase," said Pia Renaudin, CEO of SciBase. "Understanding how the skin barrier evolves with age is critical for both clinical dermatology and the development of targeted skincare. This study reinforces that our EIS technology is not just a diagnostic tool for skin cancer, but a versatile platform for deep, non-invasive skin analysis." The abstract, titled " Electrical impedance spectroscopy detects age-related skin barrier changes " (See abstract No 591 in abstract booklet SID_Chcago26_Abstract_Final_web.pdf ) concludes that EIS shows significant potential for detecting age-related barrier changes in vivo. SciBase looks forward to further validation of these findings in additional cohorts to refine the composite barrier score for clinical and research use.
About SciBase and Nevisense SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
Net sales were TSEK 14,278 (8,856), +61%, cleared for currency effects +80%.
The loss after tax was TSEK 24,490 (20,682).
The loss per share was SEK 0.03 (0.07).
The cash flow from current operations was negative in the amount of TSEK 26,573 (26,001).
The gross margin was 49.2% (70.5%).
Electrode sales volume increased by 70% and was 30,460 (17,870) units. Repeat sales of electrodes to existing customers increased by 73% (incl deliveries to Castle).
Important events during the quarter
Overall sales increased by 61% (+80%, before currency effects). Sales in Germany within the skin cancer segment were at the same level as Q1-25(increased by 5% in local currency). Sales in the US skin cancer market increased by 79% (109% in local currency) while the sales within the skin barrier segment increased by 1,042%.
The gross margin was negatively affected in the quarter by the currency development (negative impact of over 5%), continued deliveries of products to Castle Biosciences for clinical studies, increased price on gold and continued investments to ramp up production.
SciBase announced the outcome of the offer to repurchase outstanding warrants of series TO 2. In total, 83.9% of the TO2 holders accepted the offer.
SciBase announced the outcome of the performed rights issue, where the issue was subscribed to 96.4% and provides the company with approximately SEK 80 million before issue costs.
A new study demonstrates that Nevisense can predict atopic dermatitis in Newborns.
Dr Hess, a US physician at Center City Dermatology in Philadelphia, published a clinical article describing his real-world experience with Nevisense in improving melanoma detection.
A recalculation of the terms for the remaining TO 2 warrants has been carried out after the completion of the rights issue.
Nevisense (EIS) included in the US NCCN Guidelines for Melanoma which supports the use of EIS in the detection of melanoma.
SciBase receives approval from the FDA for extended labelling in the US.
Important events after the end of the period
SciBase reaches milestone with over 400,000 tests sold globally.
SciBase published the notice to attend the 2026 AGM.
SciBase published the annual report for 2025.
Financial overview
Apr 1, 2025 -
Jan 1 - Mar 31
Mar 31, 2026
Jan 1 - Dec 31
THE GROUP
2026
2025
Rolling-12
2025
Net sales, SEK ths
14 278
8 856
45 883
40 461
Gross margin, %
49,2%
70,5%
60,8%
67,0%
Equity/Asset ratio, %
56,0%
71,6%
61,8%
12,8%
Net indebtness, multiple
0,78
0,40
0,62
6,84
Cash equivalents, SEK ths
71 255
34 295
71 255
22 604
Cashflow from operating activities, SEK ths
-26 573
-26 001
-85 150
-84 579
Earnings per share (before and after dilution), SEK
-0,03
-0,07
-0,19
-0,24
Shareholder's equity per share, SEK
0,07
0,14
0,10
0,02
Average number of shares, 000'
819 748
298 710
490 616
360 357
Number of shares at closing of period, 000'
1 022 530
338 296
1 022 530
414 183
Share price at end of period, SEK
0,35
0,42
0,35
0,29
Number of sold electrodes, pieces
30 460
17 870
98 770
86 180
Average number of employees
46
35
33
37
This information is information that SciBase Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 08.00 CET on May 7, 2026.
This interim report report has not been subject to review by the Company’s auditors
About SciBase and Nevisense SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company’s Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
The information was submitted for publication, through the agency of the contact person set out above, at 16.00 CET on April 27, 2026.
About SciBase and Nevisense SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Right to participate and notice of participation
A shareholder who wishes to participate at the general meeting must:
(i)
be recorded in the share register maintained by Euroclear Sweden AB on 8 May 2026, and
(ii)
notify the Company of its intention to participate by post to BAHR Advokatbyrå AB, attn: Victor Marklund, Birger Jarlsgatan 16, 114 34 Stockholm, or by e-mail to [email protected], no later than on 12 May 2026. The notification shall include full name, personal identification number or corporate registration number, address, telephone number, shareholding and, if applicable, information about assistants (not more than two).
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting as of the record date, 8 May 2026, voting right registrations completed by the nominee no later than on 12 May 2026 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 12 May 2026.
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to BAHR Advokatbyrå AB, attn: Victor Marklund, Birger Jarlsgatan 16, 114 34 Stockholm, or by -email to [email protected]. The power of attorney must not be older than one year unless a longer validity term (however not longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company's website, www.scibase.com.
Proposed agenda
Opening of the meeting.
Election of chairman of the meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of one person who shall approve the minutes of the meeting.
Determination of whether the meeting has been duly convened.
Presentation of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report on the group.
Resolution on:
adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
allocation of the Company’s profit or loss according to the adopted balance sheet; and
discharge from liability for the members of the board of directors and the CEO.
Determination of the number of members and deputies of the board of directors and number of auditors.
Determination of the remuneration to the members of the board of directors and the auditors.
Election of board members and auditor.
Resolution on principles for the appointment of the nomination committee.
Resolution on (a) amendments to the articles of association and (b) reverse share split.
Resolution on implementation of stock option program, directed issue of warrants and approval of transfer of warrants to fulfil the Company's commitments under the stock option program.
Resolution to authorise the board of directors to resolve on issuances of shares, warrants and/or convertible debentures.
Closing of the meeting.
THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS
The nomination committee is composed of the chairman of the board of directors of the Company (i.e. Jesper Høiland), Anders Bladh (appointed by Ribbskottet AB), Derek Maetzold (appointed by Castle Biosciences Inc), and Maria Anderqvist (representing own holdings) (the "Nomination Committee"). The Nomination Committee has presented the following proposed resolutions in relation to items 9-12 in the proposed agenda.
Determination of the number of members and deputies of the board of directors and number of auditors, election of board members and auditor and determination of remuneration to the board members and auditor (items 9-11)
The Nomination Committee proposes that the board of directors, until the end of the next annual general meeting, shall consist of four (4) ordinary members without deputy members. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
The Nomination Committee furthermore proposes that the remuneration to the board of directors, for the period until the end of the next annual general meeting, shall be SEK 415,000 (SEK 404,000) for the chairman of the board of directors and SEK 150,000 (SEK 135,000) to each of the other ordinary board members (who are not employed by a larger shareholder in the Company). The Nomination Committee further proposes that the Company’s auditor shall be paid in accordance with approved invoice.
The Nomination Committee proposes that Jesper Høiland, Robert Molander, Diana Ferro and Anna Eriksrud are re-elected as ordinary board members, all for the period until the end of the next annual general meeting. Furthermore, Jesper Høiland is proposed to be re-elected as chairman of the board of directors.
The registered accounting firm Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.
Further information about all proposed board members will be made available on the Company’s website.
Resolution on principles for the appointment of the nomination committee (item 12)
The Nomination Committee proposes the following principles for appointment of the nomination committee ("Nomination Committee Instruction").
The nomination committee shall consist of four members. The chairperson of the Board shall contact the three largest shareholders/shareholder constellations by voting rights, as per the end of the third quarter each year. These will be asked to appoint one member each who, together with the chairperson of the board, shall constitute the nomination committee.
Should any of the shareholders/shareholder constellations refrain from appointing a member, the next shareholder/shareholder constellation shall be approached until three members have been appointed, or until all shareholders/ shareholder constellations owning over 5% of the shares of the Company have been approached. If four members cannot be appointed as per the above, the nomination committee may consist of only three members.
The chairperson of the Company shall summon the members to a constituting meeting.
The composition of the nomination committee shall be published no later than six months ahead of the annual general meeting. The nomination committee’s mandate lasts until a new nomination committee has been constituted. The nomination committees shall appoint a chairperson representing one of the shareholders/shareholder constellations.
Should a member leave, a successor shall be appointed by the same shareholder/ shareholder constellation. Should a shareholder/shareholder constellation having appointed a member, significantly reduce their ownership in the Company, the next shareholder/ shareholder constellation in size shall be offered the opportunity to appoint a member, provided the nomination committee so decides. Any changes of the composition of the nomination committee shall be announced immediately by the Company.
Ahead of the annual general meeting, the nomination committee shall propose the following:
Chairperson at the annual general meeting,
The number of board members and potential deputy board members,
Potential committees and number of members,
The number of auditors and potential deputy auditors
Members, chairperson, potential deputy chairperson and potential deputy members,
Potential committee members and chairpersons,
Auditor and potential deputy auditors,
Remuneration to the board, split between chairperson, potential deputy chairperson and members,
Remuneration to committees, split between the chairperson and the members,
Remuneration to the auditor(s), and
Potential proposals for changes to this Nomination Committee Instruction.
The proposals of the nomination committee shall be presented in connection with the publishing of the annual general meeting or such other shareholder meeting where board or auditor appointments take place, as well as on the Company’s webpage, however not later than one month ahead of the shareholder meeting in question.
The Nomination Committee Instruction shall apply until a resolution regarding change of the procedure for nominating the nomination committee is resolved by the general meeting.
THE BOARD OF DIRECTORS' PROPOSED RESOLUTIONS
Allocation of the Company’s profit or loss according to the adopted balance sheet (item 8 (ii))
The board of directors proposes that no dividend shall be paid for the financial year 2025 and that the year's result shall be carried forward.
Resolution on (a) amendments to the articles of association and (b) reverse share split (item 13)
In order to achieve an appropriate number of shares in the Company, the board of directors proposes that the general meeting resolves on a reverse share split in accordance with item 13 (b) below. In order to carry out the reverse share split in accordance with the board of directors' proposal under item 13 (b), the board of directors proposes that the Company's articles of association are amended in accordance with item 13 (a) below.
The matters under items 13 (a) - (b) constitute one proposal and shall as a whole be resolved upon by the general meeting through one resolution.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
The board of directors' proposed resolution on amendments to the articles of association (matter 13 (a))
§ 4 in the articles of association is proposed to have the following wording.
The share capital shall amount to at least SEK 51,126,500 and not more than SEK 204,506,000.
The board of directors' proposed resolution on reverse share split (matter 13 (b))
The board of directors proposes that the general meeting resolves on a reverse share split of the Company's shares, whereby one hundred (100) existing shares will be consolidated into one (1) new share (reverse share split 1:100).
The board of directors proposes that the general meeting authorises the board of directors to resolve on the record date for the reverse share split. The record date may not occur before the Swedish Companies Registration Office has registered the reverse share split.
In connection with the resolution on the record date for the reverse share split, the board of directors shall publish the timetable for the reverse share split.
The resolution on the reverse share split is conditional upon one of the largest shareholders undertaking to, free of charge, contribute shares to shareholders whose holdings are not evenly divisible by one hundred (100), and that such shareholder has undertaken to round down its remaining holding to the nearest number evenly divisible by one hundred (100).
The number of shares after the reverse share split will decrease from 1,022,530,000 to 10,225,300 while the reverse share split increases the quota value per share from SEK 0.05 to SEK 5.00.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Resolution on implementation of stock option program, directed issue of warrants and approval of transfer of warrants to fulfil the Company's commitments under the stock option program (item 14)
The board of directors proposes that the general meeting resolves on:
implementation of a stock option program for key persons and other employees in the group - stock option program 2026/2029; and
hedging arrangements in respect of the stock option program 2026/2029, consisting of a directed issue of warrants and approval to transfer the warrants.
Objectives and reasons for the proposal
Following an evaluation, the board of directors has resolved to propose to the general meeting the establishment of a new incentive program for current key persons and other employees in the group based on stock options. The purpose of the stock option program 2026/2029 is to reward long term commitments of key persons and other employees in the SciBase group, to ensure that the Company's long term value increase is reflected in the remuneration for the participants of the program, to contribute to the capability to retain competent co-workers and to otherwise increase shared incentives between the group's key persons, other employees and the Company's shareholders. In view of the terms proposed below, the size of the allotment and other circumstances, the board of directors assesses that the stock option program 2026/2029 is well-balanced and that it will be beneficial for the Company and its shareholders.
To secure the Company's commitments under the stock option program 2026/2029, the board of directors also proposes that the general meeting resolves on a directed issue of warrants and to approve the transfer of warrants in accordance with item B below.
A) Proposed resolution regarding implementation of stock option program 2026/2029
The board of directors proposes that the general meeting resolves to implement stock option program 2026/2029 according to the following main principles:
Stock option program 2026/2029 shall comprise a maximum of 103,285 stock options, provided that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13 above, or a maximum of 10,328,500 in the event that the general meeting does not resolve in accordance with item 13 above.
Each stock option hall entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 140 per cent of the volume-weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the ten trading days immediately preceding the annual general meeting, however not lower than the share's quota value.[1] The subscription price and the number of shares for which each stock option entitles the holder to subscribe for may be subject to recalculation pursuant to a bonus issue, share split, new issue with preferential rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.
Stock option program 2026/2029 shall comprise the following categories of employees, whereby no participant is entitled to a minimum allotment. The number of stock options per person set out in the table below assumes that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13 above (the total number of stock options in the program corresponds to a dilution of approximately 1.0 per cent of the total number of shares and votes in the Company, however subject to any recalculation that may occur pursuant to the terms and conditions for the warrants).
Category
Maximum number of stock options per person
CEO (maximum of one (1) person)
12,000
Other senior executives (maximum of eight (8) persons)
8,000
Other key persons (maximum of fifteen (15) persons)
4,000
The options granted per participant will depend on the position within the SciBase group.
Annual vesting will be determined by the board of directors in connection with the adoption of the year-end report for the financial years 2026, 2027 and 2028, respectively.
Options granted will vest by 1/3 during each of the financial years 2027, 2028 and 2029, based on performance and continued employment, or assignment, in the SciBase group. Vesting shall be proportional in relation to the period of employment or assignment during the year in question.
The reason for the vesting period being shorter than three years is that the Company is, in the near term, facing a period containing important milestones that are crucial for the Company’s short- and long-term development. According to the board of directors, it is therefore in the interest of the Company and its shareholders to apply a vesting period shorter than three years. However, in accordance with what is stated below, any vested stock options may not be exercised before 25 June 2029, which exceeds three years.
The stock options will be allotted free of charge. Such offers must be made within ten (10) business days of the resolution on allotment being made. Over-allocation cannot take place.
The holder shall be entitled to exercise the stock options during the periods set out below, provided that the performance criteria for vesting is fulfilled. The performance criteria for vesting will be based on fixed technical milestone-criteria in projects, criteria for development of the project portfolio and other pre-determined criteria attributable to the business. The performance criteria are designed to promote the long-term value creation of the Company.
The holders may exercise vested stock options as from 25 June 2029 up to and including 25 September 2029.
Upon exercise, each stock option will entitle the holder to receive one warrant immediately exercisable for one new share in the Company against payment of the subscription price.
For participation in stock option program 2026/2029 it is required that such participation is legally possible, and that such participation is possible at reasonable administrative costs and with reasonable financial resources.
Issued stock options do not constitute securities and may not be transferred, pledged or otherwise disposed of by the holder.
Vesting of the stock options accelerates, under certain conditions, if a merger is carried out in which the Company merges into another company or in the event of a public takeover offer for all shares in the Company in which more than 90 per cent of the shares in the Company are acquired by the bidder, including shares acquired by the bidder or a person related to the bidder, outside, but in connection with, the offer.
In other respects, the board of directors shall establish the general terms for participation in the program.
Directed issue of warrants and approval of transfer of warrants to secure the Company's commitments under stock option program 2026/2029
enable the Company's delivery of shares pursuant to stock option program 2026/2029 the board of directors proposes that the general meeting resolves on a directed issue of warrants and to approve the transfer of warrants on the following terms:
Provided that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13 above, a maximum of 103,285 warrants may be issued, entailing an increase in the share capital of not more than SEK 516,425 (based on the new quota value per share if the general meeting resolves in accordance with item 13 above). In the event that the general meeting does not resolve on a reverse share split of the Company's shares in accordance with item 13 above, a maximum of 10,328,500 warrants may be issued, entailing an increase in the share capital of not more than SEK 516,425.
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential right, vest in SciBase Holding AB (publ), reg. no. 556773-4768.
Subscription of the warrants shall be made on a separate subscription list no later than three weeks after the resolution on issue of warrants. The board of directors shall be entitled to extend the subscription period.
The warrants shall be issued free of charge.
Each warrant shall entitle the holder to subscribe for one (1) new share in the Company.
Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 140 per cent of the volume-weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the ten trading days immediately preceding the annual general meeting, however not lower than the share's quota value.[2] The subscription price and the number of shares for which each stock option entitles the holder to subscribe may be subject to recalculation pursuant to a bonus issue, share split, new issue with preferential rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.
Subscription of shares by virtue of the warrants may be made from and including the day of registration of the Warrants with the Swedish Companies Registration Office up to and including 25 September 2029.
Shares issued following exercise of warrants shall entitle to dividend for the first time on the record day for dividend which occurs following registration of the new shares with the Swedish Companies Registration Office.
The complete terms and conditions for the warrants are set out in "Terms and conditions for warrants of series 2026/2029 in SciBase Holding AB (publ)".
reason for the deviation from the shareholders' preferential right is that the issue forms part of the implementation of stock option program 2026/2029. In view of what is set forth under Objectives and reasons for the proposal above, the board of directors is of the opinion that it is of benefit to the Company and its shareholders that certain key persons and other employees in the group are offered to participate in stock option program 2026/2029.
board of directors further proposes that the general meeting resolves to approve that the Company transfers warrants to participants in stock option program 2026/2029.
the board of directors proposes that the board of directors, or anyone appointed by the board of directors, should be authorised to make such minor adjustments to the above proposal that may be necessary in connection with the registration procedures with the Swedish Companies Registration Office, and possible registration of the warrants with Euroclear Sweden AB.
and effects on important key ratios
option program 2026/2029 will lead to certain costs. Based on the assumption that 100 per cent of the options in the program will be vested, the salary cost in the accounts pursuant to IFRS 2 is expected to amount to approximately SEK 1.57 million in total during the period 2026-2029 based on the stock options actual value at the start of the program. The stock options have no market value as they are non-transferable. However, the board of directors has assessed a theoretical value of the stock options through application of the Black & Scholes valuation model. The calculations have been based on an assumed share price of SEK 0.37 and an assumed volatility of 74.5 per cent. The value of the stock options in the stock option program 2026/2029, pursuant to this valuation, is approximately SEK 0.15 per stock option with the application of the Black & Scholes formula. The transfer restrictions have not been taken into account in the valuation. The actual IFRS 2 cost during the vesting period depends on how many stock options that are vested.
fulfilment of the vesting conditions and exercise of the stock options, stock option program 2026/2029 will lead to costs in the form of social security charges. The total costs for social security charges during the vesting period depends on how many stock options that are vested and the value of the stock options at exercise. Based on the assumption that 100 per cent of the stock options in the stock option program 2026/2029 will be vested, a subscription price of SEK 0.52 and an assumed share price of SEK 0.74 at the exercise of the stock options, the costs for social security charges will amount to approximately SEK 0.58 million. The Company’s total cost for social security charges is proposed to be hedged through a directed issue of warrants pursuant to item B above.
board of directors deems that the positive effects on earnings that are expected to result from increased share ownership among key persons and other employees in the group, which may be further increased through the stock option program 2026/2029, outweighs the costs related to the stock option program 2026/2029.
stock option program 2026/2029 is assessed to have a marginal impact on the Company's key figures.
Upon full exercise of all stock options, in the event that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13 above, 103,285 new shares in the Company may be issued, corresponding to a dilution of approximately 1.0 per cent of the total number of shares and votes in the Company (calculated on the number of shares in the Company following the completion of the reverse share split), however subject to any recalculation that may occur pursuant to the terms and conditions for the warrants. Upon full exercise of all stock options, in the event that the general meeting does not resolve on a reverse share split of the Company's shares in accordance with item 13 above, 10,328,500 new shares in the Company may be issued, corresponding to a dilution of approximately 1.0 per cent of the total number of shares and votes in the Company (calculated on the number of shares in the Company as of the date of this notice), however subject to any recalculation that may occur pursuant to the terms and conditions for the warrants. The program thus provides the key persons and other employees with the opportunity to increase their shareholding in the Company to a corresponding amount.
Majority requirements
The board of directors’ proposal for a resolution regarding stock option program 2026/2029 and the necessary security measures connected thereto pursuant to items A and B above form one combined proposal. Therefore, it is proposed that the resolutions of the general meeting under item A and B are passed as one single resolution, pursuant to the majority provisions of chapter 16 of the Swedish Companies Act, meaning that shareholders holding not less than 9/10th of both the votes cast and the shares represented at the general meeting must vote for the proposal.
Preparation of the matter
The principles of stock option program 2026/2029 have been prepared by the board of directors of the Company. The board of directors has thereafter decided to submit this proposal to the general meeting. Except for the officials who prepared the matter pursuant to instructions from the board of directors, no employee that may be included in the program has taken part in the drafting thereof.
Other share-based incentive programs
The ongoing share-based incentive programs of SciBase are described in the company’s annual report 2025, note 31.
Authorisation for the board of directors
The board of directors proposes that the general meeting authorises the board of directors to execute the resolutions in accordance with the above and to ensure the transfer of the warrants in accordance with the above.
Resolution to authorise the board of directors to resolve on issuances of shares, warrants and/or convertible debentures (item 15)
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, until the next annual general meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise be conditional. Through issuances resolved upon with support from the authorisation - with deviation from the shareholders' preferential rights - the number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall correspond to not more than a 20 percent dilution of the share capital and the number of shares and votes in the Company after such issue(s). The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Majority requirements
A resolution in accordance with the proposal, item 15, is valid only when supported by shareholders holding not less than two thirds of both the votes cast and of the shares represented at the general meeting.
Documentation etc.
Related documentation will be available at the Company's office and on the Company's website, www.scibase.com, no later than three weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
[1] The determined subscription price shall, in the event that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13, be subject to recalculation in accordance with the complete terms and conditions for the warrants to reflect the reverse share split.
[2]The determined subscription price shall, in the event that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13, be subject to recalculation in accordance with the complete terms and conditions for the warrants to reflect the reverse share split.
