STOCKHOLM, SVERIGE, 13 June 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], SciBase, a leading developer of AI-based solutions for skin diseases, today announces that Leda Beaty has been appointed Head of US Commercial Operations.
SciBase is pleased to announce that Leda will be heading the US commercial operations. With an extensive background in sales and commercialization across pharmaceutical, medical devices and biotechnology she brings over 27 years of experience to this pivotal role. Leda joins from DermTech Inc., a skin cancer detection company, where she was Senior National Director, responsible for creating partnerships with leading clinicians, building strategic partnerships and market expansion in dermatology.
Her expertise spans startup environments and the successful launches of products at renowned companies including Aventis, Amgen, Arthrex and DermTech. Leda has concentrated her efforts in the field of dermatology. Her experience in launching and driving sales of new products and technologies, building winning teams in the US dermatology market as well as experience in cost reimbursement in the US, will be key to driving SciBase US sales and market establishment forward.
"We see Leda's experience as instrumental for driving growth and making SciBase successful in the U.S. as we build on the base we have now created for further expansion", says Pia Renaudin, CEO of SciBase.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
The cash flow from current operations was negative in the amount of TSEK 13,182 (3,751).
The gross margin was 69.9% (68.7%).
Electrode sales volume increased by 18% and was 13,724 (11,614) units. Repeat sales of electrodes to existing customers increased by 19%.
Important events during the quarter
Overall sales increased by 18% (+17, before currency effects). Sales in Germany within the skin cancer segment increased by 15%(15% in local currency). Sales in the US skin cancer market increased by 67% while the sales within the skin barrier segment decreased by 15%.
The first direct comparison between electrical impedance spectroscopy (EIS) using Nevisense and trans-epidermal water loss (TEWL) was published in the scientific journal Annals of Dermatology. The study demonstrates Nevisense as a more robust technique to assess skin barrier function than the commonly accepted TEWL measurement technique. The authors concluded that EIS (Nevisense) can assess skin barrier function with less sensitivity to confounding lifestyle factors than TEWL.
SciBase initiated a partnership with Skinobs, a leading global platform connecting researchers with the tools they need for their cosmetic and medical research. Through this partnership, SciBase will now offer Nevisense for assessing skin barrier function within cosmetic testing on the Skinobs platform.
Important events after the end of the period
SciBase resolves on a directed issued of approximately SEK 33 million and a rights issue of approximately SEK 15 million and postponed the Annual General Meeting and publication of the interim report for the first quarter of 2024.
SciBase published a prospectus and the summons to an EGM and the AGM.
SciBase announced a new partnership with Al Shirawi Healthcare solutions for distribution of Nevisense in the UAE.
SciBase published the outcomes in the directed issue, were MSEK 33 were subscribed for and in the rights offering were MSEK were subscribed for corresponding to a subscription rate of 61%.
New German study shows Nevisense significantly improves dermatologists’ clinical decisions.
SciBase Announces the launch of eBarrier Score, the First AI-Driven Skin Barrier Assessment tool for research and Cosmetic Testing.
SciBase receives first order in Austria.
Apr 1, 2023 -
Jan 1 - Mar 31
Mar 31, 2024
Jan 1 - Dec 31
THE GROUP
2024
2023
Rolling-12
2023
Net sales, SEK ths
6 057
5 149
24 154
23 245
Gross margin, %
69,9%
68,7%
69,3%
69,0%
Equity/Asset ratio, %
58,2%
77,9%
71,7%
66,9%
Net indebtness, multiple
0,72
0,28
0,39
0,49
Cash equivalents, SEK ths
20 272
14 394
20 272
34 121
Cashflow from operating activities, SEK ths
-13 182
-3 751
-61 415
-51 984
Earnings per share (before and after dilution), SEK
-0,09
-0,15
-0,46
-0,51
Shareholder's equity per share, SEK
0,25
1,19
0,48
0,40
Average number of shares, 000'
119 831
72 426
119 831
107 980
Number of shares at closing of period, 000'*
119 831
119 831
119 831
119 831
Share price at end of period, SEK
0,39
1,80
0,39
0,83
Number of sold electrodes, pieces
13 724
11 614
54 030
51 920
Average number of employees
26
21
23
23
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 31, 2024.
This year-end report has not been subject to review by the Company’s auditors
Contact person:
Michael Colérus, CFO, +46 70 341 34 72
For more information, please contact: Pia Renaudin, CEO SciBase Tel: +46 73 206 98 02 Email: [email protected]
About SciBase 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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
Today, 31 May 2024, trading in the new shares and warrants of series TO 2 begins, which were issued by SciBase Holding AB (publ) ("SciBase" or the "Company") in connection with the capital raising announced by the Company on 5 April 2024, consisting of a rights issue of units of up to approximately SEK 15 million (the "Rights Issue") and a directed issue of units of approximately SEK 33 million (the "Directed Issue" and together with the Rights Issue the "Capital Raising"). The Rights Issue was resolved by the Board of Directors in SciBase on 5 April 2024, pursuant to the authorisation granted by the Annual General Meeting held on 17 May 2023, and the Directed Issue was resolved by the Board of Directors on 5 April 2024, conditional on the subsequent approval by the general meeting. The extraordinary general meeting in the Company on 13 May 2024 resolved to approve the Board of Directors resolution to carry out the Directed Issue.
Terms and conditions for warrants of series TO 2 in summary Each warrant of series TO 2 entitles the holder to subscribe for one (1) new share in the Company during the period 3 April 2029 up to and including 17 April 2029. The subscription price for subscription of shares with the support of warrants of series TO 2 is SEK 0.42 per share. Full terms and conditions for warrants of series TO 2 are held available on the Company's website, http://investors.scibase.se.
Number of shares and share capital Through the Capital Raising, the number of shares in SciBase has increased by 99,706,967 shares, from 119,831,437 shares to 219,538,404 shares. Through the Capital Raising, the share capital in the Company has increased by SEK 4,985,348.35, from SEK 5,991,571.85 to SEK 10,976,920.20. The Capital Raising has entailed a dilution of approximately 45 percent of the number of shares in the Company. Upon full exercise of the warrants of series TO 2, the Company's share capital will increase by an additional SEK 24,926,741.75 through the issuance of 498,534,835 new shares entailing an additional dilution effect of approximately 69 percent.
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Capital Raising.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
STOCKHOLM, SWEDEN, - May 30, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of artificial intelligence (AI)-based solutions for skin disorders is pleased to announce that it has received the first order for a Nevisense system with electrodes in Austria.
SciBase has since the end of the first quarter, following the strong development in Germany, expanded into Austria and Switzerland. In March, a sales representative was hired in Austria with previous experience in establishing businesses in dermatology and he is now responsible for establishing Nevisense in these markets. Nevisense has been presented and demonstrated in local congresses in Austria, which now is beginning to yield positive results.
"It is pleasing to see that our strategy and belief in Nevisense is beginning to bear fruit. Joachim Kaiser, our sales representative in Austria, does a fantastic job and has managed to get a first sale in a short time. This strengthens our belief that Austria and Switzerland can develop into good markets for us," says Pia Renaudin CEO of SciBase.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
STOCKHOLM, SWEDEN, - May 29, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of artificial intelligence (AI)-based solutions for skin disorders is pleased to announce the launch of the eBarrier Score for Nevisense, the first-ever AI skin barrier assessment tool built for use in research and cosmetic testing. The eBarrier Score was announced today at the Cosmetotest cosmetic testing symposium in Lyon, France.
Researchers of the skin barrier and cosmetic products can now use Nevisense and the eBarrier Score to assess products and claims related to skin barrier function. The global market for cosmetic products aiming to improve people's skin barrier is experiencing immense growth.
Nevisense and the eBarrier Score utilize AI-generated algorithms that researchers can use to directly quantitate the severity of skin barrier dysfunction related to common skin disorders.
In a recently published study (Skin Barrier Function Assessment: Electrical Impedance Spectroscopy Is Less Influenced by Daily Routine Activities Than Transepidermal Water Loss - https://anndermatol.org/DOIx.php?id=10.5021/ad.23.052) the first direct comparison between electrical impedance spectroscopy (EIS) using Nevisense and trans-epidermal water loss (TEWL) was made. The study demonstrates Nevisense being a more robust technique to assess skin barrier function than the within research commonly used TEWL measurement technique.
"We are thrilled to introduce the eBarrier Score to the cosmetic research market," said Pia Renaudin, CEO of SciBase. "Every day, there are new cosmetic products related to skin barrier function. The Nevisense eBarrier Score is already an established tool in the medical research field and bringing it to the cosmetic research market will truly benefit consumers."
For more information on the eBarrier Score and SciBase's other research or medical products, visit scibase.com. In February SciBase announced a partnership with Skinobs, a leading global platform connecting researchers with the tools they need for their cosmetic and medical research. Through this partnership, SciBase can now offer Nevisense and eBarrier for assessing skin barrier function within cosmetic testing on the Skinobs platform.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
STOCKHOLM, SWEDEN, - May 22, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of augmented intelligence-based solutions for skin disorders announced today that a new clinical study has been published presenting the improvement that the Nevisense provides over visual and dermoscopic evaluation when clinical evaluations were done by German dermatologists. The article named "Utilizing Data from Electrical Impedance Spectroscopy Significantly Improves the Decision to Biopsy Pigmented Skin Lesions Beyond Clinical Evaluation and Dermoscopy" has been published in the journal "SKIN - The journal of cutaneous medicine". The study included 151 German Dermatologists making a total of 22.197 clinical biopsy decisions. Nevisense was able to improve the rate of correct biopsy choice even after dermoscopic evaluation. While dermoscopy worsened diagnostic accuracy for benign lesions, Nevisense results were able to significantly improve decision making for these lesions as well. This study demonstrates the clinical utility of Nevisense technology for improving melanoma diagnosis.
The article is available through the following link: https://jofskin.org/index.php/skin/article/view/2789
"This is a very important study and results for SciBase as it quantifies the improvement in clinical decision-making possible with Nevisense even compared to dermsocopy. In Germany dermoscopy is standard of care for Dermatologists. The study showed that the addition of Nevisense further improved dermatologists’ clinical performance. This is another publication that shows that Nevisense has a significant role in the diagnostic process to correctly identify malignant lesions in order to not miss any melanomas", says Pia Renaudin, CEO of SciBase.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
The information was submitted for publication, through the agency of the contact person set out above, at 09.00 CET on May 22, 2024.
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
On 5 April 2024 SciBase Holding AB (publ) ("SciBase" or the "Company") announced that the Company's board of directors resolved, subject to subsequent approval by the general meeting, on directed issues of a total of 77,891,769 units consisting of shares and warrants of series TO 2, with deviation from the shareholders preferential rights, to a total approximate amount of SEK 33 million (the "Directed Issue"). The subscription price in the Directed Issue amounted to SEK 0.42 per unit, corresponding to SEK 0.42 per share. The extraordinary general meeting on 13 May 2024 resolved to approve the Directed Issue. All units in the Directed Issue have been subscribed and the board of directors has therefore today, on 13 May 2024, resolved on allotment of all units in the Directed Issue.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Allotment of units All units in the Directed Issue have been subscribed and the board of directors has therefore today, on 13 May 2024, resolved on allotment of units to Ribbskottet AB, Per Olof Ejendal AB, Kåre Gilstring, Robert Molander, MLJK Konsult AB, Klintemar Konsult AB, Jesper Hoiland, Fredrik Mattsson, Stefan Hansson, Ulti AB, Van Herk Investments B.V., Matt Leavitt, Viktor Drvota, Theodor Invest AB, and Eric Terhaerdt. Ribbskottet AB has chosen to subscribe for additional units in the Directed Issue by taking over Morningside Group AB's undertaking to subscribe for units in the Directed Issue. Thus, Morningside Group AB did not subscribe for and was not allotted any units in the Directed Issue.
Each unit consists of one (1) share and five (5) warrants of series TO 2. Through the Directed Issue, SciBase will receive initial proceeds of approximately SEK 33 million before deduction of transaction costs.
Number of shares and share capital
Through the Directed Issue, the number of shares in SciBase will increase by 77,891,769 shares, from a total of 141,588,705 shares (calculated on the total number of shares in the Company after completion of the announced rights issue) to a total of 219,480,474 shares. Through the Directed Issue, the share capital in the Company will increase by SEK 3,894,588.45, from SEK 7,079,435.25 (calculated on the Company's share capital after completion of the announced rights issue) to SEK 10,974,023.70. The Directed Issue entails a dilution for existing shareholders of approximately 35.5 percent of the number of shares in the Company. Upon full exercise of the warrants of series TO 2 issued in the Directed Issue, the Company's share capital will increase by an additional SEK 19,472,942.25 through the issuance of 389,458,845 new shares entailing an additional dilution effect of approximately 64.0 percent.
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Directed Issue.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
The information was submitted for publication, through the agency of the contact persons set out above, at 15.00 CEST on 13 May 2024.
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Directed Issue.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
The shareholders in SciBase Holding AB (publ), reg. no. 556773-4768 (the "Company"), are hereby given notice to attend the annual general meeting at 15:00 p.m. on Thursday 13 June 2024 at Setterwalls Advokatbyrå's offices at address Sturegatan 10 in Stockholm.Registration for the meeting commences at 14:45 p.m. The board of directors has decided, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company's articles of association, to apply the possibility of postal voting in conjunction with the general meeting (see "Postal voting" below for more information).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders' register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day, which is Tuesday 4 June 2024, and
(ii) notify the Company of their attendance and any assistant no later than Friday 7 June 2024. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to [email protected].
Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be ac-companied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Tuesday 4 June 2024. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee's routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Friday 7 June 2024 will be taken into account in the preparation of the share register.
Postal voting
The board of directors has decided, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company's articles of association, to apply the possibility of postal voting in conjunction with the general meeting. A special form shall be used for postal voting. The form will be available on the Company's website, https://investors.scibase.se/en/governance/annual-general-meeting.
The form may be submitted by post to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, 101 39 Stockholm or via e-mail to [email protected]. The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Wednesday 12 June 2024 provided the shareholder has given notice of attendance at the general meeting no later than Friday 7 June 2024. However, a complete postal vote which reaches Setterwalls Advokatbyrå AB no later than Friday 7 June 2024 shall also be considered the shareholder's notice of attendance at the meeting (by postal voting).
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms will be available on the Company's website https://investors.scibase.se/en/annual-general-meeting-2024.
Processing of personal data
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
Opening of the meeting and 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.
Submission 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 in respect of:
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 results according to the adopted balance sheet; and
the members of the board of directors' and the CEO's discharge from liability.
Resolution regarding the number of members and, where applicable, deputies of the board of directors and number of auditors and, where applicable, deputy auditors.
Determination of the fees payable to the members of the board of directors and the auditors.
Election of members of the board of directors and auditor.
Resolution on principles for the appointment of a nomination committee.
Resolution on an authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles.
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. Tord Lendau), Thomas Axelsson (appointed by Gell Group), Dharminder Chahal (appointed by VanHerk Group), and Peter Elmvik (appointed by Stockholms Elbolag). The nomination committee has presented the following proposed resolutions in relation to items 1 and 8-11 in the proposed agenda.
Item 1 - Election of chairman
Axel Helle (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Items 8-10 - Resolution regarding the number and election of and remuneration to the board of directors and auditors
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 fees payable to the board of directors for the period until the end of the next annual general meeting shall be SEK 200,000 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). It is proposed that the Company's auditor shall be paid in accordance with approved invoices.
The board of directors today consists of the following five (5) ordinary members without deputy members: Tord Lendau (chairman), Diana Ferro, Thomas Taapken, Matt Leavitt och Jvalini Dwarkasing.
Tord Lendau has declined re-election after ten years as chairman of the board of directors. Matt Leavitt and Jvalini Dwarkasing have also declined re-election. However, Matt Leavitt will continue to assist the Company on a consultancy basis.
The nomination committee proposes that Diana Ferro and Thomas Taapken are re-elected and that Jesper Høiland and Robert Molander are new-elected as ordinary board members. Furthermore, Jesper Høiland is proposed to be new-elected as chairman of the board of directors.
The registered accounting firm PricewaterhouseCoopers AB (PwC) is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.
The nomination committee has, as the basis for its proposal, regarding the composition of the board of directors, discussed the Company's future needs and reviewed the annual evaluation of the board of directors and its work and interviewed several candidates. The nomination committee has thoroughly discussed the requirements for competence, experience and background that are placed on the board of directors of Scibase, considering, among other things, the Company's strategic development, governance and control. Independence issues have been highlighted, as well as the requirement for versatility and breadth in the board. The nomination committee makes the assessment that the proposed board members, considering the Company's needs, operations, stage of development and other circumstances, would give the board of directors a good and appropriate composition.
Below is a summarized description of the proposed new board members' education, experience, other assignments, and independence. Further information about all proposed board members will be made available on the Company's website.
Jesper Høiland
Education: MSc and BSc, Copenhagen Business School.
Experience: Jesper has over 25 years of experience from senior positions in global pharmaceutical companies such as Ascendis Pharma (CCO), Radius Health (CEO) and Novo Nordisk (President and EVP for the US with a particular focus on pricing, product launches and infrastructure building). Jesper has previously been a board member of Concert Pharma and Leo Pharma. Jesper has lived and worked in the US, Switzerland, Denmark, Australia, France, Belgium and Canada for the past 30 years.
Other current assignments: Strategic advisor to pharmaceutical and medical device companies. Member of the board of directors and the audit committee of ALK.
Independence: Jesper is independent in relation to the Company and its management as well as to major shareholders.
Robert Molander
Education: MBA in Marketing and Finance, Washington University, John M. Olin School of Business and dual BA degrees in Economics and International Studies, Miami University.
Experience: Senior executive and advisor with over 25 years of expertise in life science commercialization, primarily based in the United States. Robert has successfully led companies such as Novartis, Pfizer, Shionogi, and Trialbee through product launches, business development and scaling commercial operations. Robert has previously been Chief Commercial Officer at Infant Bacterial Therapeutics AB and Trialbee AB and a board member of Infant Bacterial Therapeutics AB.
Other current assignments: Board member of Xspray Pharma AB, CEO of Stratfox Healthcare Group LLC.
Independence: Robert is independent in relation to the Company and its management and to major shareholders.
Item 11 - Resolution on principles for the appointment of a nomination committee
The nomination committee proposes the following decision for appointment of a nomination committee for the annual general meeting 2025 (same principles as the previous year). The nomination committee for the annual general meeting 2025, which shall be comprised of four members, shall be appointed by way of that the chairman of the board of directors will consult with the three largest shareholders of the Company at the end of the third quarter of 2024. These shareholders will be requested to each appoint one member who, together with the chairman of the board of directors, will form the nomination committee. The composition of the nomination committee shall be publicly announced no later than six months prior to the annual general meeting. The nomination committee, whose mandate period applies until the time a new nomination committee has constituted itself, shall appoint a chairman among its members. The nomination committee shall prior to the annual general meeting 2025 prepare and submit proposals regarding the election of the chairman of the annual general meeting, the number of board members and, where applicable, deputy members, the number of auditors and, where applicable, deputy auditors, the election of board members, chairman and, where applicable, deputy members, auditor and, where applicable, deputy auditors, remuneration for the board of directors and the auditor, as well as guidelines for the appointment of the nomination committee for the following annual general meeting. The nomination committee's proposals shall be presented in the notice to a general meeting where election of board members and auditor shall take place and on the Company's website. Should a member of the nomination committee resign from its assignment, a replacement shall be sought from the shareholder that appointed the departing member. Should a shareholder that has appointed a member of the nomination committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the nomination committee so resolves, be requested to appoint a member to the nomination committee.
The board of directors' proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to items 7(ii), and 12 in the proposed agenda.
Item 7 (ii) - Allocation of the Company's results according to the adopted balance sheet
The board of directors proposes that SEK 202,523,429 shall be carried forward in new account. Accordingly, no dividend is proposed.
Item 12 - Resolution regarding authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorize 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 per cent 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 authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Majority requirements
Resolution in accordance with the board of director's proposal in accordance with item 12 on the agenda requires that the general meeting's resolution is supported by shareholders representing at least two thirds of the shares represented at the general meeting as well as of the votes cast.
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, of the Company's, or a subsidiary's economic situation and of the Company's relations with other group companies on the general meeting.
Documentation
The financial accounts and auditor's report will be kept available at the Company's office and on the Company's website www.scibase.com. Copies of such documents will be sent free of charge to shareholders who so request and state their postal address. The proposals of the board of directors and the nomination committee are set out in full in the notice.
Stockholm, May 2024
SciBase Holding AB (publ)
The board of directors
For more information, please contact: Pia Renaudin, CEO SciBase
Tel: +46 73 206 98 02
Email: [email protected]
The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release
About SciBase
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: https://investors.scibase.se/en/pressreleases.
Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) ("SciBase" or the "Company"). The general meeting resolved in accordance with the proposals presented in the notice to attend the meeting (which is available on the Company's website (www.scibase.com)):
Amendment of the articles of association The general meeting resolved, in accordance with the board of directors' three proposals, to amend §§ 4-5 of the articles of association, entailing:
that the articles of association shall be amended so that the share capital shall be not less than SEK 10,065,000 and not more than SEK 40,260,000 and that the number of shares shall be not less than 201,300,000 and not more than 805,200,000,
that the articles of association shall be amended so that the share capital shall be not less than SEK 10,780,000 and not more than SEK 43,120,000 and that the number of shares shall be not less than 215,600,000 and not more than 862,400,000, and
that the articles of association shall be amended so that the share capital shall be not less than SEK 11,500,000 and not more than SEK 46,000,000 and that the number of shares shall be not less than 230,000,000 and not more than 920,000,000.
The general meeting further resolved, in a accordance with the board of directors' proposal, to authorize the board of directors to register with the Swedish Companies Registration Office the above resolution to amend the Articles of Association, the limits of which for the minimum and maximum number of shares in the Company are consistent with the total number of shares in the Company after the rights issue announced on 5 April 2024 and the directed issues of units that the board of directors resolved upon on 5 April 2024 (that were conditional upon the subsequent approval of the general meeting).
Directed issues
The general meeting resolved, in accordance with the board of directors' proposal, to approve the resolution made by the board of directors on 5 April 2024, on a new issue of a maximum of 74,136,510 units to Ribbskottet AB, Per Olof Ejendal AB, Kåre Gilstring, Robert Molander, MLJK Konsult AB, Klintemar Konsult AB, Jesper Hoiland, Fredrik Mattsson, Stefan Hansson, Theodor Invest AB, Ulti AB, Van Herk Investments B.V., Morningside Group AB, Viktor Drvota and Eric Terhaerdt. The subscription price for each unit is SEK 0.42, corresponding to a subscription price of SEK 0.42 per share. Warrants of series TO 2 are issued free of charge. The issue results in an increase in the number of shares in the Company of a maximum of 74,136,510 shares, entailing a maximum increase of the share capital of SEK 3,706,825.50, and a new issue of a maximum of 370,682,550 warrants of series TO 2 entitling to subscription of 370,682,550 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 18,534,127.50 if all issued warrants of series TO 2 are exercised. In total, the share capital may increase by a maximum of SEK 22,240,953.00.
The general meeting further resolved in accordance with the board of directors' proposal to approve the resolution made by the board of directors on 5 April 2024, on a new issue of a maximum of 3,755,259 units to Matt Leavitt. The subscription price for each unit is SEK 0.42, corresponding to a subscription price of SEK 0.42 per share. Warrants of series TO 2 are issued free of charge. The issue results in an increase in the number of shares in the Company of a maximum of 3 755 259 shares, entailing a maximum increase of the share capital of SEK 187,762.95, and a new issue of a maximum of 18,776,295 warrants of series TO 2 entitling to subscription of 18,776,295 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 938,814.75 if all issued warrants of series TO 2 are exercised. In total, the share capital may increase by a maximum of SEK 1,126,577.70.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
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 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. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
