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The board of directors of SciBase Holding AB (publ) ("SciBase" or the "Company") on March 26, 2020, resolved to carry out a fully guaranteed rights issue of up to 19,941,721 units with a subscription price of SEK 1.25 per unit. Each unit consists of one (1) share and one (1) warrant free of charge. Of the Company's larger shareholders, Fouriertransform has committed to subscribe for its full pro rata share, 12.08 per cent, corresponding to approximately SEK 3 million. In addition, SciBase's Chairman of the Board and CEO have committed to participate with a combined amount of SEK 1.1 million, corresponding to approximately 4.4 per cent of the issue, exceeding their pro rata share which together corresponds to approximately 0.5 per cent. At full subscription, the Company will receive approximately SEK 24.9 million before issue costs, which are expected to amount to approximately SEK 5.2 million. At full exercise of all warrants, the Company will receive an additional capital contribution of up to approximately SEK 19.9 - 34.9 million before issue costs (depending on the final subscription price for the new shares that may be subscribed for by exercise of the warrants in the interval set forth below). The board's resolution requires approval by a general meeting and a reduction of the share capital entailing a lower quotient value. The quotient value will not exceed the subscription price. The board therefore intend to issue a notice of an extraordinary general meeting and a resolution in this respect will be published in a separate press release.
Background and reasons
SciBase's unique technology platform Nevisense is utilised by dermatologists for skin diagnostics, with the first application being the detection of melanoma. Following the launch of the third generation of Nevisense (Nevisense 3.0) in the third quarter of 2018, the Company has achieved five consecutive quarters of sales growth compared to the corresponding quarter in the previous year. The sales growth has primarily been driven by:
Significantly improved `fit' into clinic workflow, with reduced and more consistent measurement procedure time with Nevisense 3.0.
German reimbursement for privately insured patients.
Publication of German Guidelines for Nevisense by Onkoderm, the German dermatology Association for prevention and treatment of skin cancer.
When it comes to sales growth in the German market, it is still too early to assess how the COVID-19 outbreak will affect SciBase's sales. According to the Company's current plan, investments will be focused on the US market and new clinical applications. SciBase has taken the first steps towards establishing a market presence in the US, where the first Nevisense sales to larger dermatology chains took place during 2019.
In addition, SciBase is developing two new clinical applications based on the Nevisense platform: Skin Barrier Assessment and Non-melanoma Skin Cancer. The first sales within Skin Barrier Assessment have been delivered to researchers and institutions and SciBase has also seen clear interest from industrial players for this application. The development of a smaller, portable system, Nevisense Go, is ongoing and will expand the addressable market to a broader set of clinicians as well as potentially enabling use in patient's homes.
SciBase's board of directors believe that though the Company's strategy is well placed to enable continued sales growth, the current capital in the Company is insufficient to realise the strategy. To supply the Company with capital and to create the financial environment needed to continue to develop in line with the strategy, the board of directors resolved on March 26, 2020 to carry out a capital raise of a maximum of SEK 59.8 million in total (assuming full subscription of units and full exercise of the warrants at the highest subscription price of the interval).
The capital raised in the rights issue will primarily be used to increase the market presence and penetration of SciBase in the US market where an FDA approval of Nevisense 3.0 is expected during the second quarter of 2020. It will also be used for the development of the two new applications Skin Barrier Assessment and Non-melanoma Skin Cancer and for the new handheld device Nevisense Go.
Comment from SciBase CEO Simon Grant:
"This capital raise will enable us to make significant progress in developing the US market, a market of high importance both strategically and financially for us. Furthermore, it will help fund the next step in our product development - the launch of our two new applications during 2020.
In the short term, we look forward to the FDA approval of generation three of Nevisense for the US market. Our success and experience in the German market makes us confident that with Nevisense 3.0 we also can fulfil an important role in detecting melanoma with high precision and at an early stage in the US.
Given that the market conditions and the outbreak of COVID-19 are affecting the access to capital and increasing volatility, I'm very pleased that SciBase has been able to attract capital under these conditions."
Terms of the rights issue
On March 26, 2020, the board of directors of SciBase resolved, subject to the approval of a general meeting, to issue up to 19,941,721 units with pre-emptive rights for the Company's shareholders. Each unit consists of one (1) share and one (1) free warrant, entitling to subscription of one (1) new share.
The subscription price amounts to SEK 1.25 per unit, which means that the Company, if the rights issue is subscribed for in full, will receive approximately SEK 24.9 million before issue costs, excluding the additional capital contribution that may come from the exercise of warrants. The issue costs are expected to amount to approximately SEK 5.2 million. The subscription price is lower than the current quotient value of SEK 3.70 per share. Since it is not possible to subscribe for shares at a subscription price lower than the quotient value, the board intends to propose to the general meeting to resolve on a reduction of the share capital entailing a reduction of the quotient value corresponding to the subscription price, at the most.
The right to subscribe for units shall be granted with pre-emptive rights to the Company's shareholders, whereby one (1) existing share will entitle to six (6) subscription rights (referred to as "unit rights") and five (5) unit rights will entitle to subscription of one (1) unit. In the event that not all units are subscribed for by exercise of unit rights in accordance with the shareholders' pre-emptive rights, the board shall, within the framework of the maximum amount for the rights issue, resolve on allotment of units subscribed for without unit rights. In such a case, units shall primarily be allocated to those who have also subscribed for units with unit rights and secondly be allocated to those who have subscribed for units without unit rights. Lastly, units shall be allocated to those who have entered into guarantee commitments.
The warrants are issued free of charge and will be exercisable for subscription of new shares during the period October 5 - October 16, 2020. Each warrant will entitle the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to the higher of (i) 70 per cent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding September 30, 2020 (including September 30, 2020), but not less than SEK 1 and not more than SEK 1.75 per share, and (ii) the quotient value of the share at the time the warrants are exercised. The shares today have a quotient value of SEK 3.70. The board intends to propose to the general meeting to resolve on a reduction of the share capital entailing a reduction of the quotient value, meaning that only paragraph (i) in the previous sentence is intended to govern the determination of the exercise price (and not paragraph (ii)). Such measures are expected to be conditional upon permission being granted by the Swedish Companies Registration Office.
Within the specified interval (SEK 1 - SEK 1.75), the additional capital contribution from the warrants may amount to a maximum of approximately SEK 34.9 million before issue costs associated with registration and practical management of the warrants.
The record date for obtaining unit rights and to participate in the rights issue with pre-emptive rights will be May 7, 2020 and the subscription period will run between May 11 and May 26, 2020. The last date for trading in the SciBase share including the right to participate in the rights issue with pre-emptive rights will be May 5, 2020. Trading in unit rights will occur during the period May 11 - 22, 2020 and trading in paid subscribed units will commence on May 11, 2020 and continue until the rights issue has been registered with the Swedish Companies Registration Office.
Total subscription undertakings amount to approximately SEK 4.1 million, corresponding to approximately 16.5 per cent of the rights issue. In addition, guarantee commitments amount to approximately SEK 20.8 million, corresponding to approximately 83.5 per cent of the rights issue. The rights issue is thus fully secured through subscription undertakings and guarantee commitments. Neither subscription undertakings nor guarantee commitments are secured by bank guarantee, blocked funds, pledges or similar arrangements. Further information on the parties that have entered into guarantee commitments will be disclosed in the EU Growth Prospectus which will be published by the Company in connection with the rights issue. The guarantee commitments have been provided by external investors. For the guarantee commitments, there is a customary guarantee commission, conforming to the prevailing market conditions, of ten (10) per cent of the guaranteed amount in cash compensation. No compensation is paid to the parties that have provided subscription undertakings.
The Company's three largest shareholders, SEB Venture Capital, SEB-Stiftelsen and Fouriertransform, as well as the Chairman of the Board of directors and three senior executives of the Company (including CEO and CFO), have entered into lock-up commitments whereby they have undertaken not to sell existing shares in the Company during a period of 180 days from the announcement of the issue.
The board's resolution on the new issue will be submitted to the general meeting for approval. Notice of the general meeting will be published when it has been resolved upon and in a separate press release.
As of today's date, the Company's share capital amounts to SEK 61,486,973.70, divided on 16,618,101 shares, which entails a quotient value per share of SEK 3.70. To enable the rights issue and the subscription prices set forth above, the board will propose to the general meeting to resolve on reductions of the share capital resulting in reductions in the quotient value. The increases in share capital as a result of the subscription of units and exercise of warrants will depend on the quotient value at each registration date.
At full subscription in the rights issue, the number of shares in the Company will increase from 16,618,101 to 36,559,822, corresponding to a dilution effect of approximately 54.5 per cent of the share capital and the number of shares and votes. At full exercise of all warrants issued in the rights issue, the number of shares in the Company will increase with a maximum of 19,941,721 additional shares, corresponding to a dilution effect of approximately 54.5 per cent in relation to the current share capital and number of shares and votes and approximately 35.3 per cent in relation to the share capital and number of shares and votes provided that the rights issue is fully subscribed.
The total dilution at full subscription in the rights issue and full exercise of all warrants amounts to a maximum of approximately 70.6 per cent. Shareholders who do not participate in the rights issue can gain economic compensation for this dilution by selling their unit rights.
Full terms and conditions for the rights issue and other information about the Company will be disclosed in the EU Growth Prospectus which will be published by the Company no later than in conjunction with the commencement of the subscription period.
Rights issue preliminary timelines
April 29, 2020 Extraordinary general meeting
May 5, 2020 Last day of trading including unit rights
May 6, 2020 First day of trading excluding unit rights
May 7, 2020 Record date for participation in the rights issue with pre-emptive rights, that is, shareholders who are registered in the Company's share register as of this day will receive unit rights for participation in the rights issue with pre-emptive rights
May 11 - 22, 2020 Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the issue has been registered with the Swedish Companies Registration Office)
May 11 - 26, 2020 Subscription period (with or without pre-emptive rights)
Around May 28, 2020 Announcement of the outcome of the rights issue
Around June 5, 2020 The rights issue is completed and registered
Advisors
Vator Securities is financial advisor and Setterwalls Advokatbyrå is legal adviser to SciBase in connection with the rights issue.
For more information, please contact: Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]
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 above, on March 26, 2020 at 11:00 PM CET.
About SciBase and Nevisense SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
Important information
Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.
The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.
This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus expected to be publicized. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.
This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.
This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and 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 this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Information to distributors
For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issues.
The target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
The shareholders of SciBase Holding AB (publ), reg. no. 556773-4768, are hereby invited to an extraordinary general meeting on Wednesday, April 29, 2020 at 10.00 a.m. CET at Setterwalls Advokatbyrå's premises at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences 30 minutes prior to the opening of the meeting.
Notice
Shareholders who wish to attend the meeting must be recorded in the share register kept by Euroclear Sweden AB on the record date which is Thursday, April 23, 2020, and notify the company of their intention to attend no later than the same day (i.e. Thursday, April 23, 2020.) Notice of attendance is made in writing to SciBase Holding AB (publ), P.O. Box 3337, SE-103 67 Stockholm, Sweden, or by e-mail to [email protected] or by phone to +46 8 410 620 00. The notice of attendance shall include name, personal or corporate ID number, address and phone number. The same dates, addresses, and formal requirements apply for notifying the company of any accompanying advisors. Powers of attorneys, certificates of incorporation and other documents of authorization must be presented at the meeting, but can preferably be sent to the company in connection with the notice of attendance.
Shareholders whose shares are registered in the names of nominees must temporarily register the shares in their own name in order to be entitled to attend the meeting (so called voting registration). In order for such voting registration to be completed as per Thursday, April 23, 2020 the shareholders must inform their nominees well before this date.
A shareholder's rights at the meeting may be exercised by a proxy empowered by a power of attorney. The power of attorney shall be in writing, dated and signed and must not be older than five years. The original power of attorney must be presented at the meeting. Those representing a legal person must also present a certificate of registration or similar, evidencing the authorized signatories. A proxy form is available on the company's website, www.scibase.com.
For information regarding how your personal data is processed in connection with the 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
Election of Chairman of the meeting
Drawing up and approval of the voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Determination as to whether the meeting has been duly convened
Resolutions regarding changes to the articles of association and reduction of the share capital without cancellation of shares
Resolution regarding approval of the board of directors' resolution on issuance of units consisting of shares and warrants with preferential rights for the shareholders
Resolution regarding changes to the articles of association and an increase of the share capital through bonus issue without issuance of new shares
Resolution regarding a reduction of the share capital without cancellation of shares
Resolution regarding changes to the articles of association and reduction of the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court
Closing of the meeting
Proposed resolutions
The board of directors has presented the following proposals to be resolved at the extraordinary general meeting. The board of directors' proposals in accordance with items 7-10 are presented in order to enable the rights issue resolved by the board of directors subject to the subsequent approval of the general meeting, to minimize the subsequent increase of the share capital and to adjust the limits of the share capital and the number of shares in the articles of association, to be registered simultaneously. The board of directors' proposal in accordance with item 11 has been presented in order to, subject to authorization from the Swedish Companies Registration Office or a general court, enable further reduction of the share capital following registration of the other proposals, with the main purpose of decreasing the quotient value in order to enable a subscription price within the range for the new shares that may be subscribed for through exercise of the warrants issued in the rights issue and in order to otherwise adapt the capital structure.
Item 7. Resolutions regarding changes to the articles of association and reduction of the share capital without cancellation of shares
The board of directors proposes that the meeting resolves on (i) changes to the articles of association and (ii) reduction of the share capital without cancellation of shares in accordance with the below. The proposals have been presented in order to enable the rights issue that is proposed to be approved in accordance with item 8 on the proposed agenda. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
Changes to the articles of association
The board of directors proposes that the meeting resolves on changes to the limits of the share capital and the number of shares in sections 4 and 5 in the articles of association.
The board of directors proposes that the wording of section 4 in the articles of association is revised from "The share capital shall be no less than SEK 18,000,000 and no more than SEK 72,000,000" to "The share capital shall be no less than SEK 1,600,000 and no more than SEK 6,400,000".
The board of directors proposes that the wording of section 5 in the articles of association is revised from "The number of shares shall be no less than 4,900,000 and no more than 19,600,000" to "The number of shares shall be no less than 16,000,000 and no more than 64,000,000".
Reduction of the share capital without cancellation of shares
The board of directors proposes that the meeting resolves on reduction of the share capital without cancellation of shares. The share capital shall be reduced by SEK 59,825,163.6. The purpose of the reduction is transfer to non-restricted equity.
Following the reduction, the company's share capital will amount to SEK 1,661,810.1 divided among 16,618,101 shares (before registration of the rights issue). The reduction will entail that the quotient value of the share is changed from SEK 3.7 to SEK 0.1 per share.
The proposed reduction requires changes to the articles of association and is conditional upon that an increase of the share capital is carried out(including changes to the articles of association) whereby the share capital is restored, i.e. with an amount corresponding to no less than the reduction. The reduction of the share capital will thus be admissible without authorization from the Swedish Companies Registration Office or a general court.
Miscellaneous
Resolutions in accordance with (i) - (ii) above shall be conditional upon the meeting also resolving in accordance with items 8 and 9 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
A valid resolution in accordance with this proposal requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Item 8. Resolution regarding approval of the board of directors' resolution on issuance of units consisting of shares and warrants with preferential rights for the shareholders
The board of directors proposes that the meeting resolves to approve the board of directors' resolution on issuance of so called units, in the form of new shares and warrants giving right to subscribe for new shares, with preferential rights for the shareholders in accordance with the below.
Number of units and share capital increase
The issue comprises no more than 19,941,721 new shares and no more than 19,941,721 warrants, which may only be subscribed for and allotted together in the form of so called units where each unit consists of one (1) share and one (1) warrant. After the issue, the shares and the warrants will be separated. Each warrant entitles to subscription of one (1) new share in the company.
The company's share capital may be increased through subscription of the new shares and through exercise of the warrants for subscription of new shares. The company's share capital may be increased by no more than SEK 3,988,344.20, out of which SEK 1,994,172.10 is from the new shares and SEK 1,994,172.10 is from the new shares that may be subscribed for through exercise of the warrants. The share capital increases have been calculated based on a quotient value of SEK 0.10 per share (after registration of the reduction of the share capital as proposed in accordance with the previous item on the proposed agenda). The share capital increase may however be smaller with regard to the part that is emanating from the exercise of the warrants, due to the proposal regarding further decrease of the share capital in accordance with the last item on the proposed agenda. If authorization for reduction is obtained and registered before the warrants are exercised for subscription for new shares, the increase in share capital will in this part instead be no more than SEK 997,086.05, based on a quotient value of SEK 0.05 per share.
Right to subscribe for units
Those who on the record date are registered as holders of shares in the CSD register kept by Euroclear Sweden AB are entitled to subscribe for units with preferential rights. The record date for receipt of subscription rights and a right to participate in the issue with preferential rights shall be Thursday, May 7, 2020. Each share entitles to six (6) subscription rights and five (5) subscription rights entitles to subscription of one (1) unit.
Subscription may also take place without subscription rights. In the event that not all units are subscribed for by exercise of subscription rights, the board of directors shall, within the framework of the maximum amount for the issue, resolve on allotment of units to those who have subscribed without subscription rights in accordance with the following principles:
- Firstly, allotment of unit that have been subscribed for without subscription rights is to be made to those who have subscribed for units by exercise of subscription rights, irrespective of whether the subscriber was holder of shares on the record date or not and, in the event of oversubscription, pro rata in relation to the number of subscription rights that have been exercised for subscription of units and, to the extent not possible, by drawing of lots.
- Secondly, allotment of units that have been subscribed for without subscription rights is to be made to those who have subscribed for units without exercise of subscription rights, irrespective of whether the subscriber was holder of shares on the record date or not and, in the event of oversubscription, pro rata in relation to the number of units for which each of them have applied for subscription and, to the extent not possible, by drawing of lots.
- Thirdly and lastly, allotment of shares is to be made to those who have entered into guarantee commitments in capacity of guarantors and, in the event of oversubscription, pro rata in relation to the number of units for which each of them have guaranteed subscription and, to the extent not possible, by drawing of lots.
Subscription price of units
The subscription price for a unit shall amount to SEK 1.25 and refers to the share. The warrants are issued free of charge.
Subscription and payment of units
Subscription of units, with or without exercise of subscription rights, is to take place during the period from May 11, 2020 until and including May 26, 2020.
Subscription through exercise of subscription rights shall be made by simultaneous cash payment to an account designated by the company during the period from May 11, 2020 until and including May 26, 2020.
Subscription of units without subscription rights shall be made on a special application list. Payment for units subscribed for without exercise of subscription rights is to be made to an account designated by the company not later than three (3) banking days after notice of allotment.
The board of directors shall have the right to prolong the period for subscription and payment.
To the extent deemed appropriate by the board of directors, and provided that it may take place without detriment to the company or its creditors, the board of directors may allow payment by way of set-off in accordance with Chapter 13 Section 41 of the Swedish Companies Act.
Subscription and subscription price of new shares subscribed for through exercise of warrants
Subscription of new shares through exercise of warrants may be made during the period from and including October 5, 2020 up to and including October 16, 2020.
Each warrant entitle the holder to subscribe for one (1) new share in the company at a subscription price per share (the "Exercise Price") corresponding to the higher of (i) 70 percent of the volume weighted average trading price of the company's share on Nasdaq First North Growth Market during a period of 10 trading days immediately preceding September 30, 2020 (September 30, 2020 included), however no less than SEK 1.00 and no more than SEK 1.75 per share, and (ii) the quotient value of the share at the time of exercise of warrants. If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended backwards in time with the number of previous trading days required for the period to comprise a total of 10 trading days with a recorded trading price. The Exercise Price calculated in accordance with item (i) above shall be rounded off to two decimals, where SEK 0,005 shall be rounded upwards.
Other terms and conditions for the warrants
The warrants are also subject to the terms and conditions, including customary terms and conditions for recalculation, stated in the board of directors' complete resolution.
Right to dividends of new shares
The new shares shall entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.
Conditions
The resolution requires and is conditional upon the meeting also resolving to reduce the share capital (including changes to the articles of association) resulting in that the quotient value of the share correspond to no more than the subscription price of new shares and its registration is conditional upon that the issuance fit within the limits of the articles of association.
Miscellaneous
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
The resolution is valid only subject to subsequent approval of the meeting by support of shareholders representing more than half of the votes cast.
Item 9. Resolution regarding changes to the articles of association and an increase of the share capital through bonus issue without issuance of new shares
The board of directors proposes that the meeting resolves on (i) changes to the articles of association and (ii) an increase of the share capital through a bonus issue without issuance of new shares in accordance with the below. The proposals are presented in order to enable the reduction of the share capital in accordance with item 7 on the proposed agenda without requiring authorization from the Swedish Companies Registration Office or a general court. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
Changes to the articles of association
In order to enable an increase of the share capital through a bonus issue and also to adjust the limits with respect to the different resolutions proposed to the meeting, the board of directors proposes that the meeting resolves on changes to the limits of the share capital and the number of shares in sections 4 and 5 in the articles of association.
The board of directors proposes that the wording of section 4 in the articles of association is revised from "The share capital shall be no less than SEK 1,600,000 and no more than SEK 6,400,000" (after registration of the changes to the articles of association in accordance with item 7 on the proposed agenda) to "The share capital shall be no less than SEK 60,000,000 and no more than SEK 240,000,000".
The board of directors proposes that the wording of section 5 in the articles of association is revised from "The number of shares shall be no less than 16,000,000 and no more than 64,000,000" (after registration of the changes to the articles of association in accordance with item 7 on the proposed agenda) to "The number of shares shall be no less than 30,000,000 and no more than 120,000,000".
Increase of the share capital through a bonus issue without issuance of new shares
The board of directors proposes that the meeting resolves on an increase of the share capital through a bonus issue without issuance of new shares. The share capital shall be increased by the amount of SEK 59,825,163.6. The bonus issue shall be carried out through transfer of the corresponding amount from non-restricted equity to share capital.
The increase is conducted in order to enable the proposed reduction of the share capital in accordance with item 7 on the proposed agenda without authorization from the Swedish Companies Registration Office or a general court. The increase will entail that the quotient value of the share is changed from SEK 0.1 (after registration of the proposed reduction of the share capital) to a higher amount which is dependent upon the increase of the share capital through the rights issue as well as the additional reduction of the share capital that is proposed in the next item on the proposed agenda.
The proposed increase requires changes to the articles of association and is conditional upon a reduction of the share capital (including changes to the articles of association) with a corresponding amount.
Miscellaneous
Resolutions in accordance with (i) - (ii) above is conditional upon the meeting also resolving in accordance with item 7 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
A valid resolution in accordance with this proposal requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Item 10. Resolution regarding a reduction of the share capital without cancellation of shares
The board of directors proposes that the general meeting resolves on a reduction of the share capital without cancellation of shares in accordance with the below. The proposal has been presented in order to minimize the share capital increase resulting from the previous items on the proposed agenda.
The board of directors proposes that the general meeting resolves on a reduction of the share capital without cancellation of shares. The share capital shall be reduced by an amount of no more than SEK 1,994,172.1 (in accordance with the below). The purpose of the reduction is transfer to non-restricted equity.
The reduction of the share capital shall be determined to an amount in SEK corresponding to the increase of the share capital resulting from the registration of the new shares that are issued as part of the units (i.e. excluding such new shares that may be subscribed for through exercise of the warrants) in the rights issue in accordance with item 8 on the proposed agenda, not exceeding SEK 1,994,172.1, adjusted downwards (if applicable) to the amount that entail that the quotient value of the share, after completion of the reduction, will be an amount in SEK with no more than two decimals. The latter adjustment should only be made if the share's quotient value, after the reduction, would have three or more decimals.
The reduction is carried out so that the resolutions set forth in the previous items on the proposed agenda, combined, shall not increase the company's share capital or restricted equity (other than due to such adjustment of the reduction amount required to obtain an appropriate quotient value in accordance with the above). The reduction will entail that the quotient value of the share is adjusted downwards after registration of the previous resolution on the proposed agenda.
The proposed reduction is conditional upon that an increase of the share capital (including changes to the articles of association) as a result of which the share capital is restored, i.e. with an amount at least corresponding to the reduction, is carried out. The reduction of the share capital will thus be admissible without authorization from the Swedish Companies Registration Office or a general court.
The resolution shall be conditional upon the meeting also resolving in accordance with items 7-9 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
A valid resolution in accordance with this proposal requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Item 11. Resolution regarding changes to the articles of association and reduction of the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court
The board of directors proposes that the meeting resolves on (i) changes to the articles of association and (ii) reduction of the share capital without cancellation of shares in accordance with the below. The proposals have been presented in order to enable further reduction of the share capital, subject to authorization from the Swedish Companies Registration Office or a general court, after registration of the other matters on the proposed agenda. The main purpose is to decrease the quotient value in order to enable a subscription price within the range for the new shares that may be subscribed for through exercise of the warrants that are issued as part of the rights issue. The increase is also proposed in order to otherwise adapt the capital structure. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
Changes to the articles of association
The board of directors proposes that the wording of section 4 in the articles of association is revised from "The share capital shall be no less than SEK 60,000,000 and no more than SEK 240,000,000" (after registration of the changes to the articles of association in accordance with item 9 on the proposed agenda) to "The share capital shall be no less than SEK 1,500,000 and no more than SEK 6,000,000".
Reduction of the share capital without cancellation of shares
The board of directors proposes that the general meeting resolves on a reduction of the share capital without cancellation of shares. The share capital shall be reduced by an amount of no more than SEK 60,024,580.82 (in accordance with the below). The purpose of the reduction is transfer to non-restricted equity.
The reduction of the share capital shall be determined to an amount in SEK resulting in a quotient value of the company's shares of SEK 0.05 (after registration of the other resolutions on the proposed agenda). The exact amount is thus dependent on the share capital changes resulting from the other resolutions on the proposed agenda but shall never exceed SEK 60,024,580.82 (out of which SEK 365,598.22 of the maximum amount refer to the highest possible adjustment amount at reduction of the share capital according to item 10 on the proposed agenda and shall only result in reduction according to this proposal, to the extent that the reduction amount becomes lower than the highest possible amount for the reduction carried out according to item 10), implying that the proposed reduction will result in that the company's share capital will amount to SEK 1,827,991.1 after the reduction, provided that the rights issue in accordance with item 8 on the proposed agenda is fully subscribed and that the reduction is registered before any further changes of the share capital (for example as a result of subscription for shares through exercise of the warrants issued in the rights issue).
The proposed resolution requires changes to the articles of association and is conditional upon that an authorization is obtained from the Swedish Companies Registration Office or a general court.
Miscellaneous
Resolutions in accordance with (i) - (ii) above is conditional upon the meeting also resolving in accordance with the previous items on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
A valid resolution in accordance with this proposal requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Information at the meeting
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are obliged to, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of an item on the agenda.
Number of shares and votes
At the time of the issuance of this notice, the total number of shares and votes in the company amounted to 16,618,101.
Documentation
The board of director's resolutions on issuance, complete proposals and documentation in accordance with Chapter 12 Section 7, Chapter 13 Section 6, Chapter 14 Section 8 and Chapter 20 Sections 13-14 of the Swedish Companies Act will be available at the company's office and at the company's website www.scibase.com no later than two weeks before the meeting. Copies of the aforementioned documentation will also be sent by post free of charge to shareholders who so request and provide their postal address.
_____
Stockholm, March 2020
The board of directors
For more information, please contact: Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]
About SciBase and Nevisense SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
The loss after tax amounted to TSEK 9,868 (12,754).
The loss per share amounted to SEK 0.59 (0.77).
The cash flow from current operations was negative in the amount of TSEK 10,264 (7,692).
The gross margin reached 53.4% (52.6%).
Electrode sales volume increased by 54% and reached 4,752 (3,088) units. Repeat sales of electrodes to existing customers increased by 63%.
The first 9-months in figures
Net sales amounted to TSEK 6,476 (4,869).
The loss after tax amounted to TSEK 29,387 (32,709).
The loss per share amounted to SEK 1,77 (1.97).
The cash flow from current operations was negative in the amount of TSEK 29,114 (27,492).
The gross margin increased to 53.1% (51.9%).
Electrode sales volume increased by 43% and reached 16,544 (11,606) units. Repeat sales of electrodes to existing customers increased by 53%.
Important events during the quarter
Sales in the company's key market Germany continue to grow and increased by 36% in the quarter following a further improvement in electrode sales. Total sales increased by 43%
In the period the first sale and shipment of SciBase products for the evaluation of skin barrier function was made. The first shipment is to a prestigious hospital in Japan for research into skin barrier function in infants.
New Nevisense software was released in the EU that included wireless integration with the Heine digital dermoscopy system, skin barrier analysis tools and further ease-of-use improvements.
Important events after the end of the period
SciBase receives the first multi system order from a large US dermatology practice group. Advanced Dermatology, P.C. is a group of over 40 dermatology practices in the New York tri-state area.
SciBase receives order from the dermatology clinic at the Mount Sinai hospital in New York.
A nominating committee has been appointed.
Oct 1 2018 -
July 1 - Sep 30
Jan 1 - Sep 30
Sep 30 2019
Jan 1 - Dec 31
THE GROUP
2019
2018
2019
2018
Rolling-12
2018
Net sales, SEK ths
1 940
1 359
6 476
4 869
8 506
6 899
Gross margin, %
53,4%
52,6%
53,1%
51,9%
52,8%
52,0%
Equity/Asset ratio, %
73,4%
89,2%
73,4%
89,2%
83,2%
88,1%
Net indebtness, multiple
0,36
0,12
0,36
0,12
0,20
0,13
Cash equivalents, SEK ths
35 917
77 551
35 917
77 551
35 917
67 514
Cashflow from operating activities, SEK ths
-10 264
-7 692
-29 114
-27 492
-39 104
-37 482
Earnings per share (before and after dilution), SEK
-0,59
-0,77
-1,77
-1,97
-2,46
-2,66
Shareholder's equity per share, SEK
2,53
4,97
2,53
4,97
3,75
4,30
Average number of shares, 000'
16 618
16 618
16 618
16 618
16 618
16 618
Number of shares at closing of period, 000'
16 618
16 618
16 618
16 618
16 618
16 618
Share price at end of period, SEK
5,25
4,52
5,25
4,52
5,25
3,10
Number of sold electrodes, pieces
4 752
3 088
16 544
11 606
20 416
15 478
Average number of employees
18
19
18
20
18
19
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 November 13, 2019.
Contact person: Michael Colérus, CFO. +46 70 341 34 72
For more information, please contact: Simon Grant, CEO SciBase
Phone: +46 72 887 43 99
Email: [email protected]
SciBase AB is a Swedish medical technology company and a global leader in breakthrough point-of-care technology for the evaluation of skin disorders such as skin cancer and atopic dermatitis. Their flagship product Nevisense assists physicians in the detection of melanoma at its earliest, most curable stage. Melanoma is the deadliest form of skin cancer and has an almost 100% cure rate if caught early. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation in research. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and is FDA Approved in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
Thomas Eklund, member of the board, has announced that he resigns effective today from the Board of SciBase Holding AB at his own request.
Thomas has decided to resign from SciBase and other Board positions due to lack of time.
"Thomas' valuable contributions and insights during his time at SciBase have been highly appreciated by both the Board of Directors and the management. I want to take the opportunity to thank Thomas for all the time he has spent and his contributions to make SciBase a successful Company. Unfortunately, time is a scarce resource and I wish him all the best in his future endeavors," says Tord Lendau, chairman of the Board, SciBase Holding AB.
The Board of Directors retains a quorum despite Thomas Eklund leaving. The Nomination Committee has not yet drafted a proposal for resolution at the 2020 AGM, concerning Members of the Board.
Stockholm, November 13, 2019
SciBase Holding AB (publ)
For more information, please contact: Tord Lendau, Chairman of the board, phone +46 (0)70 810 01 67
About SciBase and Nevisense SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
SciBase, a leading manufacturer of solutions within skin diagnostics announced today that they will present at the Swiss-Nordic Bio 2020 conference in Zurich this week.
"I look forward to presenting an update on our progress at SciBase in Zurich. On the back of the release of Nevisense 3.0 in 2018 we have seen a significant increase in 2019 in both usage and sales of our Nevisense system for the detection of melanoma. At the same time we've been pleased to see increased traction for Nevisense in the US and look forward to discussing our plans for that market.
I will also present an update on the new clinical applications we plan to launch during 2020, and our upcoming product Nevisense Go.
We are seeing significant interest from both the research world and from industry in our new skin barrier assessment application, where our goal is to improve management of chronic and prevalent atopic diseases such as atopic dermatitis. This application has been developed through our cooperation with SIAF (Swiss Institute for Allergy and Asthma research). With SIAF being based in Switzerland, we see it as a good opportunity to present SciBase and our products and applications to potential investors and partners. We are also pleased that Professor Cezmi Akdis, Director of SIAF, will also attend the conference." Simon Grant, CEO of SciBase.
For more information please contact: Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]
About SciBase and Nevisense SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
SciBase today announces the first multi system order from a large dermatology practice group. Advanced Dermatology, P.C. is a group of over 40 dermatology practices in the New York tri-state area.
The initial order consists of six Nevisense systems and electrodes. Advanced Dermatology, P.C. with a total of over 40 dermatology clinics is one of the largest practice groups in the New York tri-state area; and has the potential to become a key customer for SciBase.
"We are looking forward to integrating Nevisense into our practice group and providing our patients with innovative FDA approved technology for the earliest detection possible of melanoma" said Dr. Fox, founder and director of Advanced Dermatology, P.C., the Center for Laser and Cosmetic Surgery.
"Part of our US strategy focuses on large groups of dermatology practices. This is the first multiple site order we receive from such a group. They have tested Nevisense in a pilot and have now placed an initial order for six Nevisense systems and electrodes. Though a relatively moderate order size, this is an important recognition of the potential of Nevisense as we work to penetrate the large US market", says Simon Grant, CEO of SciBase.
For more information, please contact: Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
Frederick Johansson (representing SEB Venture Capital,
Filip Petersson (SEB pensionsstiftelse),
Christer Jönsson (Fouriertransform),
Tord Lendau (Chairman of the Board).
The appointments have been made in accordance with the instructions regarding principles for the appointment of the company nominating committee which were determined at the Annual General Meeting of SciBase Holding on May 16, 2019.
The Annual General Meeting of SciBase Holding AB (publ) will be held on May 14, 2020 in Stockholm.
Shareholders who wish to have an item considered at the Annual General Meeting can submit a request to the Board to this effect. Such a request for an item to be considered is to be sent to SciBase Holding AB (publ), Att: Chairman of the Board, Box 3337, 103 67 Stockholm, and must have been received by the Board no later than seven weeks before the Annual General Meeting, or otherwise in such good time that the matter, where necessary, can be included in the notice to attend the Annual General Meeting.
Stockholm, November 8, 2019
SciBase Holding AB (publ)
For more information, please contact: Tord Lendau, Chairmain of the board, phone +46 (0)70 810 01 67
About SciBase and Nevisense SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com..
STOCKHOLM, Sweden, - November 12, 2019 - SciBase a leading developer of electrical impedance spectroscopy systems in dermatology, announced today that The Kimberly and Eric J. Waldman Department of Dermatology at Mount Sinai has become the first Health System in the United States to order multiple Nevisense systems in their new melanoma center. The Mount Sinai health system encompasses eight hospitals, a leading medical school, and a vast network of ambulatory practices throughout the greater New York region making it the largest system in the region.
"We are excited about integrating the Nevisense system in our new melanoma center and offer our patients advanced technology to optimize the clinical management of their atypical lesions. It further supports our commitment to adopt next-generation solutions to improve patient care and outcomes while offering our providers state-of-the-art tools to do so" said Dr. Mark Lebwohl, Waldman Professor and Chairman of the Kimberly and Eric J. Waldman Department of Dermatology at the Icahn School of Medicine at Mount Sinai.
"The inclusion of EIS technology will allow us to provide patients with important risk information. This will help differentiate the Mount Sinai melanoma center while also providing our patients with best in class care", said Dr. Jonathan Ungar, assistant professor of dermatology and medical education at Mount Sinai.
"We are observing a demand for augmented intelligence within dermatology in the US and SciBase is proud to install multiple Nevisense systems within one of the largest health systems in the US and the largest in the New York region." said Simon Grant, Chief Executive Officer of Scibase. "This multi system order marks a key milestone in SciBase' US market penetration strategy and we are excited about the growing adoption of the Nevisense method."
For more information, please contact: Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]
SciBase AB is a Swedish medical technology company and a global leader in breakthrough point-of-care technology for the evaluation of skin disorders such as skin cancer and atopic dermatitis. Their flagship product Nevisense assists physicians in the detection of melanoma at its earliest, most curable stage. Melanoma is the deadliest form of skin cancer and has an almost 100% cure rate if caught early. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation in research. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and is FDA Approved in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
At the annual general meeting of SciBase Holding AB (publ) on 16 May 2019 in Stockholm the shareholders adopted the below resolutions.
Resolution regarding adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet as well as resolutions in respect of allocation of the company's result according to the adopted balance sheet and discharge from liability
The meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet included in the annual report.
The meeting resolved to allocate the profit for the year in accordance with the board of directors’ proposal, i.e. SEK 135,443,035 was carried forward.
The meeting resolved to discharge the board members and managing director from liability for their management of the company's affairs during the preceding financial year.
Resolution regarding the remuneration for the board of directors and the auditor
The meeting resolved that remuneration for the Board of Directors and the auditor should be paid in accordance with the following:
A fee of SEK 200,000 shall be paid to the Chairman of the Board of Directors and SEK 150,000 to external members of the Board of Directors who are not employed by a larger shareholder in the Company.
Fees to the Company's auditor shall be paid in accordance with approved invoices.
Resolution on guidelines for determination of salary and other remuneration to senior management
The meeting resolved to adopt guidelines for determination of salary and other remuneration to senior management in accordance the board’s proposal.
Resolution regarding members of the board of directors and auditor
For the time until the end of the next annual general meeting, the meeting resolved to elect Tord Lendau (re-election), Thomas Eklund (re-election), Diana Ferro (re-election) and Thomas Taapken (re-election) as ordinary members of the board of directors.
PricewaterhouseCoopers AB (PwC) (re-election) was elected as auditor with Magnus Lagerberg as responsible auditor for the time until the end of the next annual general meeting.
Resolution regarding appointment of nominating committee
The meeting resolved to adopt principles for the appointment the nominating committee for the annual general meeting 2020 in accordance with the nominating committee’s proposal.
Resolution regarding authorization of the board of directors to issue new shares, issuance of warrants and/or convertibles
The meeting resolved to authorize the board of directors to, during the time 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 on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall not exceed 1,661,810.
The information herein is such that shall be announced in accordance with the rules applied by Nasdaq First North. The information was submitted for publication at 7:00 pm on May 16, 2019.
About Skin Cancer
Skin cancer is one of the most common cancers in the world, accounting for nearly half of all cancers. It has been estimated that nearly half of all Americans who live to age 65 will develop skin cancer at least once. Malignant melanoma is the most fatal form of skin cancer causing the majority (75%) of deaths related to skin cancer. Worldwide, doctors diagnose about 230,000 new cases of melanoma yearly.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and a US FDA-approval (PMA). Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on Nasdaq First North (“SCIB”). Further information is available at www.scibase.com.
The loss after tax amounted to TSEK 10,613 (10,298).
The loss per share amounted to SEK 0.64 (0.62).
The cash flow from current operations was negative in the amount of TSEK 9,900 (10,119).
The gross margin reached 53.3% (58.2%).
Electrode sales volume increased by 33% and reached 5,712 (4,304) units. Repeat sales of electrodes to existing customers increased by 41%.
The first half-year in figures
Net sales amounted to TSEK 4,536 (3,510).
The loss after tax amounted to TSEK 19,520 (19,955).
The loss per share amounted to SEK 1,17 (1.20).
The cash flow from current operations was negative in the amount of TSEK 18,850 (19,801).
The gross margin increased to 52.9% (51.7%).
Electrode sales volume increased by 38% and reached 11,792 (8,438) units. Repeat sales of electrodes to existing customers increased by 50%.
Important events during the quarter
Sales in the company’s key market Germany increased by 40% in the quarter following a further improvement in electrode sales.
An application for the Nevisense 3.0 software was submitted to the US FDA.
A new study was published that opened up the skin barrier assessment application for SciBase’s product Nevisense. The paper, entitled ‘Direct assessment of skin epithelial barrier by electrical impedance spectroscopy’, was published in the journal Allergy, European Journal of Allergy and Clinical Immunology.
Three scientific presentations described the use of EIS for skin barrier assessment at the EAACI (European Academy of Allergy and Clinical Immunology) meeting in June. SciBase presented the skin barrier application for the first time at an allergy conference.
Nevisense was included in the first US and European investigator-initiated studies utilizing Nevisense for skin barrier assessment.
The AGM 2019 was held on May 16th.
Important events after the end of the period
New Nevisense software was released in the EU that included wireless integration with the Heine digital dermoscopy system, skin barrier analysis tools and further ease-of-use improvements.
July 1 2018 -
Apr 1 - June 30
Jan 1 - June 30
June 30 2019
Jan 1 - Dec 31
THE GROUP
2019
2018
2019
2018
Rolling-12
2018
Net sales, SEK ths
2 168
1 571
4 536
3 510
7 925
6 899
Gross margin, %
53,3%
58,2%
52,9%
51,7%
52,7%
52,0%
Equity/Asset ratio, %
74,5%
92,0%
74,5%
92,0%
85,0%
88,1%
Net indebtness, multiple
0,34
0,09
0,34
0,09
0,18
0,13
Cash equivalents, SEK ths
46 772
85 231
46 772
85 231
46 772
67 514
Cashflow from operating activities, SEK ths
-9 900
-10 119
-18 850
-19 801
-36 532
-37 482
Earnings per share (before and after dilution), SEK
-0,64
-0,62
-1,17
-1,20
-2,63
-2,66
Shareholder's equity per share, SEK
3,10
5,76
3,10
5,76
6,96
4,30
Average number of shares, 000'
16 618
16 618
16 618
16 618
10 576
16 618
Number of shares at closing of period, 000'
16 618
16 618
16 618
16 618
16 618
16 618
Share price at end of period, SEK
4,34
6,45
4,34
6,45
4,34
3,10
Number of sold electrodes, pieces
5 712
4 304
11 792
8 438
15 920
12 566
Average number of employees
18
20
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This interim report has not been subject to review by the Company’s auditors.
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 August 22, 2019.
Contact person: Michael Colérus, CFO. +46 70 341 34 72
For more information, please contact: Simon Grant, CEO SciBase Phone: +46 72 887 43 99 Email: [email protected]
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and a US FDA-approval (PMA). Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on Nasdaq First North (“SCIB”). Further information is available at www.scibase.com.
