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 rights issues. Accordingly, SciBase Holding AB (the "Company" or "SciBase") has carried out a recalculation of warrants of series T0 2 due to the rights issue of shares that the board of directors resolved upon on 29 December 2025 (the "Rights Issue"). 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 1.09 shares at a subscription price of SEK 0.38 per share, in accordance with the previously communicated terms and conditions for the warrants. Furthermore, the last day of trading in BTA issued within the framework of the Rights Issue has been changed to 9 February 2026.
Each warrant of series TO 2 entitles the holder to subscribe for 1.09 new shares in the Company during the period from and including on 3 April 2029, until and including 17 April 2029. The subscription price for subscription of shares with the support of warrants of series TO 2 corresponds to SEK 0.38 per share.
On 9 January 2026, SciBase announced the outcome of the repurchase offer regarding all warrants of series TO 2, which the board of directors resolved upon on 7 November 2025 (the "TO 2 Offer"). The outcome showed that holders of a total of 418,150 ,952 warrants of series TO 2 accepted the TO 2 Offer, corresponding to approximately 83.9 percent of all outstanding warrants of series TO 2. As a result of the TO 2 Offer, the total number of outstanding warrants of series TO 2 amounts to 80,383,883. Following the recalculation of the terms and conditions for the warrants of series TO 2, the Company may thus receive approximately SEK 33.3 million upon full exercise of all warrants of series TO 2. Upon full exercise, the Company's share capital will increase by SEK 4,380,921.60 through the issuance of a total of 87,618,432 new shares.
The terms and conditions for the warrants, including potential adjustments due to future share issues, are available on the Company's website.
Furthermore, the last day of trading in BTA issued in the Rights Issue has been changed to 9 February 2026. Conversion of BTA to shares will thus be carried out on 16 February 2026. The shares issued in the TO 2 Offer will be delivered in connection with the conversion of BTA to shares, i.e. on 16 February 2026.
The information was submitted for publication, through the agency of the contact person set out above, on February 6, 2026 at 08.00 CET.
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 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
SciBase Holding AB (publ) ("SciBase" or the "Company") today announces the final outcome of the rights issue of shares resolved by the Company on 29 December 2025 (the "Rights Issue"). The Rights Issue has been subscribed to 96.4 percent, of which approximately 61.3 percent has been subscribed for with the support of subscription rights and approximately 35.1 percent without the support of subscription rights. Through the Rights Issue, the Company will receive approximately 79.9 MSEK before deduction of transaction costs. Furthermore, the Board of Directors of the Company has today, pursuant to the authorisation granted by the extraordinary general meeting held on 5 December 2025, resolved on a set-off issue of 209,075,476 shares at a subscription price of SEK 0.20 per share (which corresponds to the subscription price in the Rights Issue) (the "Set-off Issue"). Payment for the shares in the Set-off Issue is made through set-off of receivables that arose in connection with holders of warrants of series TO 2 accepting the offer to repurchase warrants of series TO 2 announced by the Company through a press release on 7 November 2025 (the "TO 2 Offer"). All shares in the Set-off Issue have been subscribed for and allotted.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
Outcome of the Rights Issue
The subscription period for the Rights Issue ended on 26 January 2026. The final outcome shows that the Rights Issue has been subscribed to 96.4 percent, of which approximately 61.3 percent has been subscribed for with the support of subscription rights and approximately 35.1 percent without the support of subscription rights.The subscription price in the Rights Issue amounted to SEK 0.20 per share and the Company will thereby receive approximately 79.9 MSEK before deduction of transaction costs of approximately SEK 3.4 million.
Allotment of shares subscribed for without subscription rights
Allotment of shares subscribed for without the support of subscription rights in the Rights Issue will be made in accordance with the principles set out in the information document prepared and published by the Company on 9 January 2026 in connection with the Rights Issue. Notification of allotment of shares subscribed for without the support of subscription rights will be sent via contract note to those who have been allotted such shares, and payment for such shares shall be made in cash in accordance with the instructions in the contract note. Shareholders with nominee-registered holdings will receive notification of allotment in accordance with the procedures of the respective nominee.
Set-off Issue regarding the TO 2 Offer
On 7 November 2025, the Company announced that the Board of Directors had resolved on the TO 2 Offer. In the TO 2 Offer, two (2) warrants of series TO 2 entitled the holder to one (1) new share in the Company. The acceptance period for the TO 2 Offer commenced on 8 December 2025 and ended on 8 January 2026. The TO 2 Offer has been accepted by holders of a total of 418,150,952 warrants of series TO 2, corresponding to approximately 83.9 percent of all outstanding warrants of series TO 2. Following the TO 2 Offer, the number of outstanding warrants of series TO 2 will amount to 80,383,883.
As previously communicated, subscription of shares in accordance with the TO 2 Offer shall in practice be made through subscription of shares in a directed set-off issue of new shares to the holders of warrants of series TO 2 that have accepted the TO 2 Offer. The Board of Directors of the Company has thus today, pursuant to the authorisation granted by the extraordinary general meeting held on 5 December 2025, resolved on the Set-off Issue. All shares in the Set-off Issue have been subscribed for and allotted.
The reason for the deviation from the shareholders' preferential rights is that the Company wishes to set off debt against new shares in the Company in accordance with the terms of the TO 2 Offer.
Payment for the shares in the Set-off Issue is made through set-off of receivables that arose in connection with the closing of the acceptance period for the TO 2 Offer. The subscription price amounts to SEK 0.20 per share (which corresponds to the subscription price in the Rights Issue). Prior to the resolution on the Set-off Issue, the Board of Directors has placed great emphasis on ensuring that the subscription price should be market-based in relation to the prevailing share price. The subscription price has been determined by the Board of Directors, in consultation with the Company's financial advisors, following arm's length negotiations with the investors, whereby the Board of Directors has considered several factors such as market conditions, the Company's financing needs and alternative cost for other financing, as well as assessed market interest for an investment in the Company. The Board of Directors' assessment is therefore that the subscription price in the Set-off Issue is market-based and thus reflects prevailing market conditions and demand from investors.
Number of shares and share capital
Through the Rights Issue, the number of shares increases by 399,271,881 and through the Set-off Issue, the number of shares increases by 209,075,476. In total, the number of shares increases by 608,347,357, from 414,182,643 to 1,022,530,000. Through the Rights Issue, the share capital increases by 19,963,594.05 SEK and through the Set-off Issue the share capital increases by 10,453,773.80 SEK. In total, the share capital increases by 30 417 367,85 SEK, from SEK 20,709,132.15 to 51 126 500,00 SEK. The total dilution effect thus amounts to approximately 59.5 percent (calculated on the number of shares in the Company following the outcome of the Rights Issue and the Set-off Issue).
Trading in BTAs and the new shares in the Rights Issue and the Set-off Issue
The last day of trading in BTAs in the Rights Issue on Nasdaq First North Growth Market is expected to be on or around 13 February 2026. Trading in the new shares issued through the Rights Issue and the Set-off Issue is expected to commence on Nasdaq First North Growth Market on or around 19 February 2026.
Advisors
SciBase has engaged Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue and the TO2 Offer.
For more information, please contact:
Jesper Høiland, Chairman of the board, phone +45 612 207 30
Michael Colérus, CFO, phone +46 70 341 34 72
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 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
Important information:
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.
The availability of the Rights Issue, the TO 2 Offer and the Set-off Issue to holders who are not resident in Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not resident in Sweden should inform themselves about and observe any applicable legal and regulatory requirements.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SciBase in any jurisdiction, neither from SciBase nor from anyone else. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue, the TO 2 Offer or the Set-off Issue. The Company has prepared and published information documents in the form prescribed in Annex IX to the Prospectus Regulation regarding the Rights Issue and the TO 2 Offer. The information documents are available on the Company's website (https://investors.scibase.se).
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for the purpose of describing the background to the Rights Issue, the TO 2 Offer and the Set-off Issue, respectively, only and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
The Rights Issue, the TO 2 Offer and the Set-off Issue relate to securities in a non-US company and are subject to the disclosure requirements, rules and practices applicable to companies listed in Sweden, which differ from those of the United States in certain material respects. The Rights Issue, the TO 2 Offer and the Set-off Issue are not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act of 1934, as amended (the "Exchange Act"). The Rights Issue, the TO 2 Offer and the Set-off Issue have been made solely to qualifying US holders in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable and subject to any exemptions or relief therefrom. Certain provisions of Regulation 14E under the Exchange Act are not applicable to the Rights Issue, the TO 2 Offer and the Set-off Issue by virtue of the Tier II exemptions provided by Rule 14d-1(d) under the Exchange Act.
The Company considers that it conducts activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must be notified to the ISP prior to its realization. An investment may be notifiable if (i) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, after the investment is made, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total voting rights in the Company, (ii) the investor acquires the Company through the investment and the investor, any member of its ownership structure or any person on whose behalf the investor is acting, directly or indirectly, would hold 10 percent or more of the total voting rights in the Company; and (iii) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, would acquire through the investment a direct or indirect influence in the management of the Company. An administrative fine may be imposed on the investor if a notifiable investment is made before the ISP has either (i) resolved to leave the notification without action or (ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue, the TO 2 Offer and the Set-off Issue for the individual shareholder.
Forward-looking statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not refer to historical facts and events, as well as statements that refer to the future and for example contain expressions such as "anticipates", "intends", "may', "will", "should", "estimates", "believes", "may", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results of operations, financial condition, cash flows, plans and expectations of the Company's business and management, future growth and profitability and the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting principles, accounting methods and tax policies), which individually or in the aggregate could be material to the Company's results of operations or its ability to operate its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and may be beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in such forward-looking statements. Accordingly, prospective investors should not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the information documents that include a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release are valid only as of the date of this press release and are subject to change without notice.
The Board of Directors of SciBase Holding AB (publ) ("SciBase" or the "Company") has resolved to postpone the publication of the year-end report for the financial year 2025 to March 13, 2026. The reason for the postponement is to align the trading restriction period with the ongoing rights issue, the subscription period of which ends today, January 26, 2026.
For more information, please contact:
Jesper Høiland, Chairman of the Board, phone +45 612 207 30
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.
STOCKHOLM, Sweden - January 22, 2026 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of AI-based diagnostic solutions for skin disorders, announcesit has been informed that Life Science Investment Fund 1, one of SciBase larger shareholders have subscribed for their pro rata share of 5.0 percent in the ongoing rights issue. Furthermore, members of SciBase management and board have subscribed for shares in the rights issue totalling 0.6 MSEK in addition to their pro-rata commitments.
SciBase is implementing a rights issue of approximately 83 MSEK (the "Rights Issue"), where the subscription period ends on January 26, 2026. As communicated on November 7, 2025, several existing shareholders have committed to subscribe in the rights issue for an aggregate amount of approximately SEK 39,4 million, corresponding to approximately 47.6 percent of the Rights Issue. Today, SciBase has been informed that Life Science Investment Fund 1, has subscribed for their pro rata share in the Rights Issue corresponding to approximately 5.0 percent of the Rights Issue.
Jan Poulsen, CEO at Life Science Invest Fund 1 (LSIF) says: "After having had the opportunity to visit SciBase production facility in Uppsala in order to determine the robustness of the production and ability to scale combined with updated internal research at LSIF regarding SciBase outlook for 2026, we have decided to subscribe in full on our shares which together with conversion of our TO2's will lead to an increase in our ownership in SciBase."
As also communicated on November 7, 2025, SciBase second largest shareholder, Castle Biosciences, have committed to subscribe for 23 MSEK in the Rights issue in addition to their pro-rata share of 11.6 percent of the Rights Issue.
The subscription from Life Science Investment Fund 1 in combination with subscription commitments from Castle Biosciences and other shareholders totals approximately 82.7 percent of the Rights Issue.
Furthermore, SciBase has been informed that members of management have subscribed for shares totalling 0.6 MSEK in addition to their pro-rata commitments.
DNB Carnegie Investment Bank AB (publ)
Tel: +46 8 588 68 570
E-mail: [email protected]
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 of SciBase Holding AB (publ) ("SciBase" or the "Company") publishes information documents in connection with the rights issue of shares of approximately SEK 83 million (the "Rights Issue") resolved by the Board of Directors of the Company on 29 December 2025. The information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company's website and will also be available on Bergs Securities AB's ("Bergs Securities") website https://www.bergssecurities.se/.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED OR OTHERWISE CONTRAVENES APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM THE SUCH ACTION. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
In connection with the Rights Issue, the Company has prepared an information document in accordance with Article 1.4 db) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the 'Prospectus Regulation'). The information document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation.
SciBase today announces that the information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company's website, http://www.scibase.com/, and will also be available on Bergs Securities' website, https://www.bergssecurities.se/.
Application forms will be available on the Company's website and will also be available on Bergs Securities' website, https://www.bergssecurities.se/.
Indicative timetable for the Rights Issue
Trading in subscription rights
12 - 21 January 2026
Subscription period
12 - 26 January 2026
Trading in paid subscribed shares (BTA)
12 January - 13 February 2026
Expected announcement of the outcome of the Rights Issue
27 January 2026
Advisors
SciBase has retained Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue.
For more information, please contact:
Jesper Høiland, Chairman of the Board, telephone +45 612 207 30
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 increase diagnostic accuracy and ensure proactive management of skin health.
Our commitment is to minimize patient suffering, enabling physicians to improve and save lives through early detection and intervention and reduce healthcare costs.
SciBase is based on more than 20 years of research at Karolinska Institutet in Stockholm and is a leader in dermatological advances.
The company has been listed on Nasdaq First North Growth Market since June 2, 2015. Read more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
Important information:
The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. The availability of the Rights Issue for holders who are not resident in Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not residents of Sweden should inform themselves about and comply with all applicable laws and regulations.
This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in SciBase in any jurisdiction, neither from SciBase nor from anyone else. This press release is not a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company has prepared and published an information document in the form prescribed in Annex IX to the Prospectus Regulation. The information document is available on the Company's website (https://investors.scibase.se).
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information in this press release.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which such release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions, or would require additional registration, or measures other than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
The Rights Issue relates to securities in a non-US company and is subject to the information requirements, rules and practices that apply to companies listed in Sweden, which differ from those that apply in the US in certain material respects. The Rights Issue is not subject to the announcement and other procedural rules of Regulation 14D of the US Exchange Act of 1934 in force from time to time (the "Exchange Act"). The Rights Issue will only be made to qualified U.S. holders in the United States in accordance with the requirements of Regulation 14E of the U.S. Exchange Act to the extent applicable and subject to any exemptions or reliefs therefrom. Certain provisions of Rule 14E of the Exchange Act are not applicable to the Rights Issue due to the Tier II exemptions provided by Rule 14d-1(d) of the Exchange Act.
The company assesses that it conducts activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must, before it is carried out, be notified to the ISP. An investment may be notifiable if i) the investor, someone in its ownership structure or someone on whose behalf the investor acts, after the investment is made, holds votes equal to or in excess of any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor acquires the Company and the investor through the investment, any person in its ownership structure or anyone on whose behalf the investor acts, directly or indirectly, would have a direct or indirect influence on the management of the Company, and iii) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, would through the investment have a direct or indirect influence in the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either i) has decided to submit the notification without action or ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
Forward-Looking Statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not relate to historical facts and events, as well as forward-looking statements that include, for example, expressions such as "anticipates", "intends", "may", "will", "should", "estimates", "believes", "may", "plans", " continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results, financial condition, cash flows, plans and expectations for the Company's operations and management, future growth and profitability, as well as the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting policies, accounting methods and tax policies), which, individually or together, may be material to the results of the company or its ability to conduct its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and that may be beyond the Company's control. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements. Prospective investors should therefore not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the information documents that contain a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release are valid only as of the date of this press release and are subject to change without notice.
SciBase Holding AB (publ) ("SciBase" or the "Company") today announces the outcome of the repurchase offer for all warrants of series TO 2 resolved by the Board of Directors on 7 November 2025 (the "TO 2 Offer"). The outcome shows that holders of a total of 418,150,952 warrants of series TO 2 have accepted the TO 2 Offer where two (2) warrants of series TO 2 entitle to one (1) newly issued share in the Company. The outcome of the TO 2 Offer corresponds to approximately 83.9 percent of all outstanding warrants of series TO 2 and results in the issuance of 209,075,476 new shares in SciBase. Following the completion of the TO 2 Offer, the number of outstanding warrants of series TO 2 will amount to 80,383,883.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED OR OTHERWISE CONTRAVENES APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM THE SUCH ACTION. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
On 7 November 2025, the Company announced that the Board of Directors had resolved to make the TO 2 Offer to all holders of warrants of series TO 2. Within the framework of the TO 2 Offer, two (2) warrants of series TO 2 entitled to one (1) new share in the Company.
The acceptance period for the TO 2 Offer commenced on 8 December 2025 and ended on 8 January 2026. Within the framework of the TO2 Offer, the Company has previously received irrevocable undertakings from a group of investors to tender a total of 368,709,753 warrants of series TO 2 in the TO 2 Offer, corresponding to approximately 74 percent of the total number of outstanding warrants of series TO 2.
The TO 2 Offer has been accepted by holders of a total of 418,150,952 warrants of series TO 2, which corresponds to approximately 83.9 percent of all outstanding warrants of series TO 2. As a result of the TO 2 Offer, 209,075,476 new shares will be issued, corresponding to a dilution of approximately 33.5 percent (calculated on the total number of outstanding shares in the Company after completion of the TO 2 Offer). Following the TO 2 Offer, the number of outstanding warrants of series TO 2 will amount to 80,383,883.
Subscription of shares in accordance with the TO 2 Offer will in practice be made through subscription of shares in a directed set-off issue of new shares to the holders of warrants of series TO 2 who have accepted the TO 2 Offer (the "Set-off Issue"). The Board of Directors intends to resolve on the Set-off Issue around 27 January 2026 based on the issue authorization received by the Extraordinary General Meeting held on 5 December 2025.
Shares issued as a result of the TO 2 Offer will be registered and delivered in connection with the registration of the rights issue of shares, of approximately SEK 83 million, resolved by the Board of Directors on 29 December 2025 (the "Rights Issue"). Accordingly, the shares issued as a result of the TO 2 Offer will not entitle to participation in the Rights Issue.
Shares and share capital
Through the TO 2 Offer, the share capital in the Company will increase by SEK 10,453,773.80 through the issuance of a total of 209,075,476 new shares.
Advisors
SciBase has retained Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue and the TO2 Offer.
For more information, please contact: Jesper Høiland, Chairman of the Board, phone +45 612 207 30
Michael Colérus, CFO, phone +46 70 341 34 72
Certified Advisor (CA): DNB Carnegie Investment Bank AB (publ) Telefon: +46 8 588 68 570, E-post: [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 increase diagnostic accuracy and ensure proactive management of skin health.
Our commitment is to minimize patient suffering, enabling physicians to improve and save lives through early detection and intervention and reduce healthcare costs.
SciBase is based on more than 20 years of research at Karolinska Institutet in Stockholm and is a leader in dermatological advances.
The company has been listed on Nasdaq First North Growth Market since June 2, 2015 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Read more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
Important information:
The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions.
The availability of the TO 2 Offer and the Rights Issue for holders who are not residents of Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not residents of Sweden should inform themselves about and comply with all applicable laws and regulations.
This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in SciBase in any jurisdiction, neither from SciBase nor from anyone else. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue or the TO 2 Offer. The Company will prepare and publish an information document in the form prescribed in Appendix IX to the Prospectus Regulation regarding the Rights Issue and has prepared and published an information document in the form prescribed in Appendix IX to the Prospectus Regulation regarding the TO 2 Offer. The information documents will be available on the Company's website (https://investors.scibase.se).
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is only intended to describe the background to the Rights Issue and the TO 2 Offer respectively and does not claim to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information in this press release.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration, or measures other than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
The TO 2 Offer relates to securities of a non-U.S. company and is subject to the disclosure requirements, rules and practices applicable to companies listed in Sweden, which differ from those applicable in the United States in certain material respects. The TO2 Offer is not subject to the announcement and other procedural rules of Regulation 14D of the US Exchange Act of 1934, as amended (the "Exchange Act"). The TO2 Offer will only be made to eligible U.S. holders in the United States in accordance with the requirements of Regulation 14E of the U.S. Exchange Act to the extent applicable and subject to any exclusions or reliefs thereof. Certain provisions of Rule 14E of the Exchange Act are not applicable to the TO2 Offer due to the Tier II exemptions provided by Rule 14d-1(d) of the Exchange Act.
The company assesses that it conducts activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must, before it is carried out, be notified to the ISP. An investment may be notifiable if i) the investor, someone in its ownership structure or someone on whose behalf the investor acts, after the investment is made, holds votes equal to or in excess of any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor acquires the Company and the investor through the investment, any person in its ownership structure or anyone on whose behalf the investor acts, directly or indirectly, would have a direct or indirect influence on the management of the Company, and iii) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, would through the investment have a direct or indirect influence in the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either i) has decided to submit the notification without action or ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
Forward-Looking Statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not relate to historical facts and events, as well as forward-looking statements that include, for example, expressions such as "anticipates", "intends", "may", "will", "should", "estimates", "believes", "may", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results, financial condition, cash flows, plans and expectations for the Company's operations and management, future growth and profitability, as well as the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting policies, accounting methods and tax policies), which, individually or together, may be material to the results of the company or its ability to conduct its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and that may be beyond the Company's control. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements. Prospective investors should therefore not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the information documents that contain a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release are valid only as of the date of this press release and are subject to change without notice.
The Board of Directors of SciBase Holding AB (publ) ("SciBase" or the "Company") has today, based on the authorization granted by the Annual General Meeting on 17 June 2025, resolved on a rights issue of shares of approximately SEK 83 million, before deduction of transaction costs, (the "Rights Issue"), in accordance with the intention published by the Company through a press release on 7 November 2025. All existing shareholders will receive one (1) subscription right for each share held on the record date of January 8, 2026. One (1) subscription right entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.20 per share. The Rights Issue is covered by subscription commitments to a total amount of approximately SEK 64.3 million, corresponding to approximately 77.6 percent of the Rights Issue.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED OR OTHERWISE CONTRAVENES APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM THE SUCH ACTION. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
Summary of the Rights Issue
The Board of Directors of SciBase has today, based on the authorization granted by the Annual General Meeting on June 17, 2025, resolved on the Rights Issue in accordance with the intention published by the Company through a press release on November 7, 2025.
The net proceeds from the Rights Issue are mainly intended to be used to finance continued commercialization activities with a focus on the US market and are expected to finance SciBase well into 2027.
All existing shareholders will receive one (1) subscription right for each share held on the record date of January 8, 2026. One (1) subscription right entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.20 per share.
The Rights Issue is covered by subscription commitments to a total amount of approximately SEK 64.3 million, corresponding to approximately 77.6 percent of the Rights Issue.
Subscription commitments from persons from the Board of Directors and senior executives in the Company amount to approximately SEK 0.7 million, corresponding to approximately 0.9 percent of the Rights Issue.
In addition to subscribing for their respective pro rata shares in the Rights Issue, Castle Bioscience and Hagagruppen have undertaken to subscribe for an additional SEK 24.9 million in the Rights Issue, without subscription rights, corresponding to approximately 30.1 percent of the Rights Issue.
The subscription period in the Rights Issue commences on 12 January 2026 and runs until 26 January 2026.
Background and reasons for the Rights Issue and use of the proceeds
SciBase is a medical technology company specializing in early detection and prevention in dermatology through the commercialization of Nevisense, a patient-centric platform that combines AI and EIS technology (Electrical Impedance Spectroscopy) to increase diagnostic accuracy and thereby ensure the prevention of skin diseases.
Within melanoma diagnostics, SciBase has a well-established and increasing position in the German market with more than 400 systems installed generating recurring revenues from the sale of electrodes used for each patient. Currently, on an annual basis, the German market generates revenues of more than SEK 20 million at an operational profitability.
Since 2024, SciBase has increased its efforts in the US market resulting in a strong growth driven by an increasing number of installed systems as well as increased usage. In the first nine months 2025, revenues in the US grew by more than 200 percent.
Based on current operations, SciBase need to reach an installed base of 800 to 1 000 systems with a utilization rate of 5-7 electrodes per week in order to reach break-even. Together with more than 200 active systems in the German market, the strong momentum in the US will, according to the Company, bring the Company towards the installed base needed for profitability.
In addition to strong growth in melanoma diagnostics, SciBase has recently expanded its operations in diagnostics of atopic dermatitis and other skin diseases through the collaboration with US diagnostics company Castle Bioscience, which was announced in June this year. The collaboration with Castle Bioscience is progressing well and as announced in a separate press release on November 7, 2025, the parties have agreed to expand the collaboration and accelerate the activities in further indications. As part of the expanded collaboration, Castle Bioscience has provided SciBase with a long-term loan facility of SEK 20 million that will finance investments in production ramp-up to meet Castle Bioscience's need for Nevisense systems.
In order to support the Company's strategy and opportunities to achieve its future commercial and financial targets, the Board of Directors has decided to carry out the Rights Issue. Upon full subscription in the Rights Issue, the Company will receive proceeds of approximately SEK 83 million, before deduction of transaction costs, which are expected to amount to approximately SEK 3.4 million. The net proceeds from the Rights Issue are intended to be used primarily to finance continued commercialization activities with a focus on the US market. As a secondary focus, SciBase intends to continue to build on the success in the German market through expansion into nearby markets such as Austria, Switzerland and Italy.
The Rights Issue
Shareholders who on the record date of January 8, 2026 are registered in the share register in SciBase will receive one (1) subscription right for each share held in the Company. One (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is set at SEK 0.20 per share, which means that SciBase will receive gross proceeds of approximately SEK 83 million, before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to apply for subscription of shares in the Rights Issue without subscription rights.
The subscription period in the Rights Issue, with or without subscription rights, runs from and including 12 January 2026 up to and including 26 January 2026, or such later date as decided by the Board of Directors. The last day of trading in SciBase's shares including the right to receive subscription rights in the Rights Issue is January 5, 2026. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of January 7, 2026. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 12 January 2026 up to and including 21 January 2026 and trading in BTA (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 12 January 2026 up to and including around 13 February 2025 (after registration of the Rights Issue with the Swedish Companies Registration Office).
In the event that not all shares in the Rights Issue are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without subscription rights in accordance with the following allotment principles:
In the first instance, allotment shall be made to those who have subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, in relation to the number of subscription rights that each party has exercised for subscription of shares and, to the extent that this cannot be done, by drawing lots.
Secondly, allotment shall be made to other subscribers who have subscribed for shares without subscription rights and, in the event of oversubscription, in proportion to the number subscribed for and, to the extent that this cannot be done, by drawing lots.
If the Rights Issue is fully subscribed, a maximum of 414,182,643 new shares may be issued, which corresponds to a maximum dilution of 50.0 percent of the total number of shares and votes in the Company (calculated on the total number of outstanding shares in the Company if the Rights Issue is fully subscribed). The shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.
Indicative timetable for the Rights Issue
Last day of trading in the share including the right to receive subscription rights
05 January 2026
First day of trading in the share excluding the right to receive subscription rights
07 January 2026
Estimated date for publication of the information document related to the Rights Issue
Around 9 January 2026
Record date in the Rights Issue
08 January 2026
Trading in subscription rights
12 - 21 January 2026
Subscription period
12 - 26 January 2026
Trading in paid subscribed shares (BTA)
12 January - 13 February 2026
Expected announcement of the outcome of the Rights Issue
27 January 2026
Number of shares and share capital
Upon full subscription in the Rights Issue, the Company's share capital will increase by SEK 20,709,132.15 through the issuance of 414,182,643 new shares.
On November 7, the Board of Directors of SciBase resolved to make a tender offer for all 498,534,835 outstanding warrants of series TO 2 in the Company (the "TO 2 Offer"). In the TO 2 offering, two (2) warrants of series TO 2 entitle to one (1) new share in the Company. Through the TO 2 offering, a total of 249,267,417 new shares may be issued. The acceptance period in the TO2 offer runs until 8 January 2026.
Provided that the TO 2 Offering is accepted in full and the Rights Issue is fully subscribed, the total dilution effect for existing shareholders corresponds to approximately 61.6 percent (calculated on the total number of outstanding shares in the Company following a fully accepted TO 2 Offering and a fully subscribed Rights Issue).
Subscription undertakings and letter of intent
Several existing shareholders including Ribbskottet, Castle Bioscience, Haga Gruppen, Praktikerinvest and members of the Company's board of directors and management have undertaken to subscribe for shares in the Rights Issue for a total amount of approximately SEK 39.4 million, corresponding to approximately 47.6 percent of the Rights Issue. Furthermore, additional shareholders, representing approximately 7.8 percent of the shares in the Company, have expressed their intention to fully or largely (>50 percent) subscribe for shares in the Rights Issue.
In addition to subscribing for its pro rata share in the Rights Issue, Castle Bioscience has undertaken to subscribe for an additional SEK 23 million in the Rights Issue without subscription rights, corresponding to approximately 27.8 percent of the Rights Issue. However, Castle Biosciences' subscription undertaking is conditional upon Castle Biosciences' ownership in the Company, after the Rights Issue and the TO 2 Offering, not amounting to 20 percent of the total number of outstanding shares in the Company. Furthermore, Haga Gruppen Holding has, in addition to subscribing for its pro rata share in the Rights Issue, undertaken to subscribe for an additional SEK 1.9 million in the Rights Issue, corresponding to approximately 2.3 percent of the Rights Issue.
In total, the Rights Issue is covered by subscription commitments in an amount of approximately SEK 64.3 million, corresponding to approximately 77.6 percent of the Rights Issue. No compensation will be paid for the subscription commitments. The commitments are not secured by bank guarantees, escrow funds, pledged assets or similar arrangements.
Further information about the subscription undertakings in the Rights Issue will be presented in the information document that will be published before the subscription period in the Rights Issue begins.
Information document
In connection with the Rights Issue, the Company prepares an information document in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the "Prospectus Regulation""). The information document has been prepared in accordance with Annex IX to the Prospectus Regulation. The information document regarding the Rights Issue is expected to be published on or about 9 January 2026.
Further information about the Rights Issue and information about the Company will be included in the information documents that are expected to be published on the Company's website on or about 9 January 2025.
Foreign Direct Investment Act
The Company assesses that it conducts activities worthy of protection in accordance with the Act (2023:560) on the Review of Foreign Direct Investments (the "FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must, before it is carried out, be reported to the Inspectorate for Strategic Products ("ISP"). An investment may be notifiable if i) the investor, someone in its ownership structure or someone on whose behalf the investor acts, after the investment is made, holds votes equal to or in excess of any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor acquires the Company and the investor through the investment, any person in its ownership structure or anyone on whose behalf the investor acts, directly or indirectly, would have a direct or indirect influence on the management of the Company, and iii) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, would through the investment have a direct or indirect influence in the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either i) has decided to submit the notification without action or ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
Advisors
SciBase has retained Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue and the TO2 Offering.
For more information, please contact: Jesper Høiland, Chairman of the Board, phone +45 612 207 30
Michael Colérus, CFO, phone +46 70 341 34 72
Certified Advisor (CA): DNB Carnegie Investment Bank AB (publ) Telefon: +46 8 588 68 570, E-post: [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 increase diagnostic accuracy and ensure proactive management of skin health.
Our commitment is to minimize patient suffering, enabling physicians to improve and save lives through early detection and intervention and reduce healthcare costs.
SciBase is based on more than 20 years of research at Karolinska Institutet in Stockholm and is a leader in dermatological advances.
The company has been listed on Nasdaq First North Growth Market since June 2, 2015 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Read more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
Important information:
The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions.
The availability of the TO 2 Offer and the Rights Issue for holders who are not residents of Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not residents of Sweden should inform themselves about and comply with all applicable laws and regulations.
This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in SciBase in any jurisdiction, neither from SciBase nor from anyone else. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue or the TO 2 offering. The Company will prepare and publish an information document in the form prescribed in Appendix IX to the Prospectus Regulation regarding the Rights Issue. An information document in the form provided for in Appendix IX to the Prospectus Regulation regarding the TO 2 offering has already been prepared and published by the Company. The information documents will be available on the Company's website (https://investors.scibase.se).
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is only intended to describe the background to the Rights Issue and the TO 2 Offer respectively and does not claim to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information in this press release.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration, or measures other than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
The Rights Issue and the TO 2 Offer relate to securities in a non-US company and are subject to the disclosure requirements, rules and practices applicable to companies listed in Sweden, which differ from those applicable in the United States in certain material respects. The Rights Issue and the TO 2 Offer are not subject to the announcement and other procedural rules of Regulation 14D of the US Exchange Act of 1934, as amended (the "Exchange Act"). The Rights Issue and the TO 2 Offer will only be made to qualified U.S. holders in the United States in accordance with the requirements of Regulation 14E of the U.S. Exchange Act to the extent applicable and subject to any exemptions or reliefs therefrom. Certain provisions of Rule 14E of the Exchange Act are not applicable to the Rights Issue and the TO 2 Offering due to the Tier II exemptions provided by Rule 14d-1(d) of the Exchange Act.
The company assesses that it conducts activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must, before it is carried out, be notified to the ISP. An investment may be notifiable if i) the investor, someone in its ownership structure or someone on whose behalf the investor acts, after the investment is made, holds votes equal to or in excess of any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor acquires the Company and the investor through the investment, any person in its ownership structure or anyone on whose behalf the investor acts, directly or indirectly, would have a direct or indirect influence on the management of the Company, and iii) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, would through the investment have a direct or indirect influence in the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either i) has decided to submit the notification without action or ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
Forward-Looking Statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not relate to historical facts and events, as well as forward-looking statements that include, for example, expressions such as "anticipates", "intends", "may", "will", "should", "estimates", "believes", "may", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results, financial condition, cash flows, plans and expectations for the Company's operations and management, future growth and profitability, as well as the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting policies, accounting methods and tax policies), which, individually or together, may be material to the results of the company or its ability to conduct its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and that may be beyond the Company's control. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements. Prospective investors should therefore not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the information documents that contain a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release are valid only as of the date of this press release and are subject to change without notice.
STOCKHOLM, Sweden - December 11, 2025 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of AI-based diagnostic solutions for skin disorders, announces that it has been granted a new European patent, EP3876835B1 "Medical Devices for Analyzing Epithelial Barrier Function", further strengthening its already extensive intellectual property portfolio. This newly granted patent aligns with the company's strategic focus on developing medical and research solutions that advance the understanding of the epithelial skin barrier. The patent supports SciBase efforts to deliver technologies that provide deeper insights into skin barrier function in both disease contexts and broader healthcare applications.
"To apply for and being granted patents, thereby safeguarding the innovations that SciBase continues to develop - together with our highly valued collaborators - is an important part of our strategy. This patent strengthens our long-term position in a field where we see significant potential for growth. I would like to extend our sincere thanks to Professor Cezmi Akdis, whose contributions were instrumental in both the formulation and data collection phases of this patent application," said Pia Renaudin, CEO of SciBase.
This Patent covers assessing and monitoring epithelial barrier function of a subject in vivo (living person) using electrical impedance measurements, including:
Detecting drug effects on patients and for determining patient response on epithelial skin barrier delivery in vivo.
Improved medical device for screening epithelial skin barrier function in vivo.
Analyzing epithelial skin barrier in vivo with a method that is stable against influence from environmental factors.
The patent expires in 2039 and covers PCT in the European region.
DNB Carnegie Investment Bank AB (publ)
Tel: +46 8 588 68 570
E-mail: [email protected]
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
SciBase Holding AB (publ) ("SciBase" or the "Company") publishes an information document in connection with the offer to repurchase all outstanding warrants of series TO 2 in SciBase (the "TO 2 Offer"), which was announced by SciBase on 7 November 2025. The information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company's website and will also be available on Bergs Securities AB's ("Bergs Securities") website https://www.bergssecurities.se/.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
In connection with the TO 2 Offer, the Company has prepared an information document in accordance with Article 1(4)(db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"). The information document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document has been prepared in both Swedish and English. In the event of a conflict between the versions, the Swedish version shall prevail.
SciBase today announces that the information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company's website, http://www.scibase.com/, and will also be available on Bergs Securities' website, https://www.bergssecurities.se/.
Acceptance forms will be available on the Company's website and will also be available on Bergs Securities' website, https://www.bergssecurities.se/.
Timeline for the TO 2 Offer
Acceptance period
8 December 2025 - 8 January 2026
Expected announcement of the outcome ofthe TO 2 Offer
9 January 2026
Advisors
SciBase has engaged Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the TO2 Offer.
For more information, please contact:
Jesper Høiland, Chairman of the board, phone +45 612 207 30
Michael Colérus, CFO, phone +46 70 341 34 72
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
Important information:
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.
The availability of the TO 2 Offer to holders who are not resident Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not resident in Sweden should inform themselves about and observe any applicable legal and regulatory requirements.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SciBase in any jurisdiction, neither from SciBase nor from anyone else. This press release is not a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the TO 2 Offer. The Company has prepared and published an information document in the form prescribed in Annex IX to the Prospectus Regulation. The information document will be available on the Company's website (https://investors.scibase.se).
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for the purpose of describing the background to the TO 2 Offer, respectively, only and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
The TO 2 Offer relates to securities in a non-US company and is subject to the disclosure requirements, rules and practices applicable to companies listed in Sweden, which differ from those of the United States in certain material respects. The TO 2 Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act of 1934, as amended (the "Exchange Act"). The TO 2 Offer will be made solely to qualifying US holders in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable and subject to any exemptions or relief therefrom. Certain provisions of Regulation 14E under the Exchange Act are not applicable to the TO 2 Offer by virtue of the Tier II exemptions provided by Rule 14d-1(d) under the Exchange Act.
The Company considers that it conducts activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must be notified to the ISP prior to its realization. An investment may be notifiable if (i) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, after the investment is made, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total voting rights in the Company, (ii) the investor acquires the Company through the investment and the investor any member of its ownership structure or any person on whose behalf the investor is acting, directly or indirectly, would hold 10 percent or more of the total voting rights in the Company; and iii) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, would acquire through the investment a direct or indirect influence in the management of the Company. An administrative fine may be imposed on the investor if a notifiable investment is made before the ISP has either (i) resolved to leave the notification without action or (ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the TO 2 Offer for the individual shareholder.
Forward-looking statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not refer to historical facts and events, as well as statements that refer to the future and for example contain expressions such as "anticipates", "intends", "may', "will", "should", "estimates", "believes", "may", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results of operations, financial condition, cash flows, plans and expectations of the Company's business and management, future growth and profitability and the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting principles, accounting methods and tax policies), which individually or in the aggregate could be material to the Company's results of operations or its ability to operate its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and may be beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in such forward-looking statements. Accordingly, prospective investors should not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the information documents that include a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release is valid only as of the date of this press release and is subject to change without notice.
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 proposal presented in the notice to convene the meeting (which is available on the Company's website (www.scibase.com)).
Authorisation
The general meeting resolved, in accordance with the board of directors' proposal, to authorise the board of directors to, until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights, resolve upon issuances of shares in the Company. Subscribed shares can be paid in cash, by way of set-off or with contribution in kind, or otherwise be conditional. The reason for the deviation from the shareholders' preferential rights shall be to enable payment with own shares in connection with buyback of issued warrants of series TO2.
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
