The shareholders of SciBase Holding AB (publ), reg. no. 556773-4768, (hereinafter the “Company”) are hereby invited to the Annual General Meeting to be held on May 16, 2018 at 5.00 p.m. CET at Setterwalls Advokatbyrå’s offices with address at Sturegatan 10 in Stockholm.
Registration
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register kept by Euroclear Sweden AB on May 9, 2018 and notify the Company of their intention to attend by no later than May 9, 2018, preferably before 3.00 p.m. CET. 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 +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 Annual General 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 Annual General Meeting (so called voting registration). In order for such voting registration to be completed on May 9, 2018 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 the similar showing the authorized signatories. A proxy form is available on the Company’s website, www.scibase.com.
Proposed agenda
Opening of the meeting;
Election of chairman of the meeting;
Drawing up and approval of the voting list;
Approval of the agenda;
Election of one or two persons to adjust the minutes;
Determination as to whether the meeting has been duly convened;
Presentation of the annual report and the auditor's report on the annual report and the consolidated annual report and the auditor’s report on the consolidated annual report;
Beslut om: / Resolutions regarding:
i. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
ii. allocation of the Company's result according to the adopted balance sheet; and
iii. discharge from liability for the members of the Board of Directors and the Managing Director;
Resolution regarding the number of members and deputies of the Board of Directors;
Resolution regarding the remuneration for the members of the Board of Directors and the auditor;
Resolution on guidelines for determination of salary and other remuneration to senior management;
Election of members, deputies and Chairman of the Board of Directors and auditor;
Resolution regarding appointment of Nomination Committee;
Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles;
Closing of the meeting.
Resolution proposals
Election of chairman of the meeting – item 2
The Nomination Committee proposes that Attorney-at-law Jörgen S. Axelsson is appointed chairman of the meeting.
Allocation of the Company's result – item 8 (ii)
The Board of Directors and the Managing Director proposes that the result for the year is allocated so that SEK 182,191,222 is carried forward. No dividend to the shareholders is thus proposed.
Resolution regarding the number of members and deputies of the Board of Directors – item9
The Nomination Committee proposes that the Company's Board of Directors shall consist of five ordinary members and no deputy directors.
Resolution regarding the remuneration for the members of the Board of Directors and the auditor – item 10
The Nomination Committee proposes that 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 – item 11
The Board of Directors proposes that the Annual General Meeting resolves to adopt the following guidelines for the remuneration to senior management members for the period extending until the 2019 Annual General Meeting.
The remuneration to the Group’s senior management members shall comprise fixed salary, variable salary, pension and other benefits. The total remuneration package shall be based on market terms, be competitive and reflect the individual’s performance and responsibilities as well as the Group’s earnings trend.
The variable salary may comprise annual incentives in cash and long-term incentives in cash, shares and /or share-based instruments in the Company. Variable salary in cash is conditional upon the fulfillment of defined and measurable goals and should be maximized in relation to the fixed salary. Long-term incentives in the form of shares and /or share-based instruments in the Company may be provided through participation in long-term incentive programs approved by the General Meeting. Terms and conditions for variable salary should be designed so that the Board of Directors, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable.
In specific cases, agreements may be reached regarding one-off remuneration amounts provided that such remuneration does not exceed an amount corresponding to the individual’s annual fixed salary and maximum variable salary in cash, and is not paid more than once per year and individual.
Pension benefits should either be defined benefit or defined contribution, or a combination thereof. The retirement age is minimum 60 years for the Managing Director and minimum 62 years for other senior management members.
Members of the senior management generally have a period of notice of not more than 12 months. The Board of Directors shall have the right to depart from the guidelines resolved on by the Annual General Meeting if, in an individual case, there are special reasons for doing so.
The sphere of senior executives encompassed by these guidelines comprises the Managing Director and other members of the Group’s senior management.
Election of members, deputies and Chairman of the Board of Directors and auditor – item 12
The Nomination Committee proposes election of members, deputies and Chairman of the Board of Directors and auditor for the period until the end of the next Annual General Meeting, as follows:
Board members:
Tord Lendau (re-election)
Thomas Taapken (re-election)
Diana Ferro (re-election)
Per Aniansson (re-election)
Thomas Eklund (re-election)
Chairman:
Tord Lendau (re-election)
Auditor:
The chartered auditing firm PricewaterhouseCoopers AB (PwC), with Magnus Lagerberg as responible auditor (re-election)
Resolution regarding appointment of Nomination Committee – item 13
The Nomination Committee proposes the following decision for election of a Nomination Committee for the Annual General Meeting 2019:
The Nomination Committee for the Annual General Meeting 2019, which shall comprise of four members, shall be appointed by way of that the Chairman of the Board of Directors will consult with the three largest shareholders of the Company at the end of the third quarter of 2018. These shareholders will be requested to each appoint one member who, together with the Chairman of the Board of Directors, will form the Nomination Committee. The composition of the Nomination Committee shall be publicly announced no later than six months prior to the Annual General Meeting. The Nomination Committee, whose mandate period applies until the time a new Nomination Committee has constituted itself, shall appoint a chairman among its members. The Nomination Committee shall prior to the Annual General Meeting 2019 prepare and submit proposals regarding the election of the chairman of the Annual General Meeting, the number of board members and deputy members, the election of board members, chairman, deputy members and auditor, remuneration for the Board of Directors and the auditor, as well as guidelines for the appointment of the Nomination Committee for the following Annual General Meeting. The Nomination Committee’s proposals shall be presented in the notice to a General Meeting where election of board members and auditor shall take place and on the Company’s website. Should a member of the Nomination Committee resign from its assignment, a replacement shall be sought from the shareholder that appointed the departing member. Should a shareholder that has appointed a member of the Nomination Committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the Nomination Committee so resolves, be requested to appoint a member to the Nomination Committee.
Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles – item 14
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company, and may be made either in cash and/or by way of set-off or contribution in kind or otherwise 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 (corresponding to approx. 10 percent of the number of shares in the Company at the date of the issuance of the notice).
Information at the Annual General Meeting
Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the Company, the Board of Directors and the Managing Director should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position and as regards the Company’s relationship to other group companies.
Majority requirements
Resolution in accordance with item 14 on the agenda requires that the General Meeting’s resolution is supported by shareholders representing at least two thirds of the shares represented at the General Meeting as well as of the votes cast.
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.
Documents
The financial statements and auditor's report will be available at the Company's offices and at the Company’s website www.scibase.com as of 25 April 2018. Copies of the aforementioned documents will also be sent by post to shareholders who so request and provide their postal addresses. The proposals of the Board of Directors and the Nomination Committee are set out in full in the notice.
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, at 08.00 CET on April 25, 2018.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.
The board of directors of SciBase Holding AB (publ) (”SciBase” or ”the Company”) has today published a prospectus in connection with the new share issue with preferential rights for the Company’s shareholders of approximately SEK 85 million, which was announced on 26 October 2017.
Prospectus approval and publication
The prospectus regarding the preferential rights issue has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) and is now available on the Company’s website (www.scibase.com) and on Pareto Securities AB’s website (www.paretosec.com). The prospectus will also be available on the SFSA’s website (www.fi.se).
The preferential rights issue
On 26 October 2017, the board of directors in SciBase resolved to propose the general meeting to resolve on a preferential rights issue of up to SEK 85 million before deduction of transactions costs. On the extraordinary general meeting held 15 November 2017 it was resolved to approve the board’s proposal on a preferential rights issue.
Indicative timetable
22 November 2017 Record date. Shareholders who are registered in the Company’s share ledger kept by Euroclear Sweden AB on this day will be assigned subscription rights carrying the right to participate in the preferential rights issue
27 November – 7 December 2017 Trading in subscription rights
27 November – 11 December 2017 Subscription period
Around the 14 December 2017 The outcome of the rights issue is announced
Around the 27 December 2017 The rights issue is completed and registered
Financial and legal advisers
Pareto Securities AB is financial adviser to SciBase and Setterwalls Advokatbyrå AB is legal adviser to SciBase and Pareto Securities AB in the preferential rights issue. Avanza Bank is the Company’s certified adviser.
The information was submitted for publication, through the agency of the contact persons set out above, at 16:30 CET on 20 November, 2017.
About SciBase
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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.
SciBase is listed on Nasdaq First North (“SCIB”). Further information about the Company is available at www.scibase.com.
IMPORTANT INFORMATION
This press release is not an offer or solicitation to acquire shares in SciBase. A prospectus relating to the preferential rights issue referred to in this press release have been drawn up and filed with the Swedish Financial Supervisory Authority.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. SciBase does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
SciBase has received the first order from a customer as a result of their co-operation with the German medical technology company DermoScan. The order comes from a clinic in Munich that is a user of a DermoScan digital dermoscopy system and who has now chosen to add Nevisense to its diagnostic process.
Earlier this year SciBase and DermoScan signed an agreement to integrate and share patient clinical information and results from Nevisense with DermoScan’s dermoscopy system DermoGenius Ultra. DermoScan is the first digital dermoscopy company to include EIS as a standard parameter. DermoGenius Ultra is today used by over 400 clinics in Germany.
- Integration between all the systems I use is very important for us in our clinic and so the integration between Nevisense and DermoGenius Ultra was essential. Integration enables us to include Nevisense as a natural part of our workflow. We are very pleased to be able to offer our patients the integrated solution, says Dr. Thomas and Dr. Ameli Weber at the clinic Hautarzt Weber in Munich.
Nevisense will be a valuable add-on to the visual assessment provided by DermoScan’s digital dermoscopy system. It will be easier to include Nevisense and the EIS-measurement into the clinic’s workflow, which will improve clinic efficiency. The integration also makes it possible, through DermoGenius, to connect Nevisense with almost all of EMR (Electronic medical record) systems available in Germany.
- We have been in discussion with this clinic over a period of time and what was decisive was the integration of Nevisense with DermoGenius Ultra, which they already use. We see this first order as a signal that we now have the possibility to reach a new customer group - which is a part of our more ambitious growth strategy, says Simon Grant CEO of SciBase.
For more information, please contact: Simon Grant, CEO SciBase Phone: +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 a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.
SciBase Holding AB (publ) (”SciBase” or the ”Company”) today announces that the secured new share issue with preferential rights for existing shareholders (the ”Offering”) has been completed and will provide the Company with approximately SEK 75 million before deduction of transaction costs. A total of approximately SEK 39.2 million, corresponding to 46.1 percent of the full Offering was subscribed for. Approximately SEK 36.6 million, corresponding to 43.0 percent of the Offering, was subscribed for by way of subscription rights and approximately SEK 2.5 million, corresponding to 3.0 percent of the Offering, was subscribed for without exercise of subscription rights. The remaining part of the secured part of the Offering of SEK 75 million, corresponding to SEK 35.8 million or 42.0 percent of the total Offering amount of SEK 85 million, was allocated to guarantors.
Shares subscribed for without subscription rights have been allocated in accordance with the principles stated in the prospectus prepared in connection with the Offering and published on 20 November, 2017. Notice of the allocation of shares subscribed for without subscription rights will be sent out shortly to those who have been allocated shares.
In total, the Offering will provide SciBase with approximately SEK 65 million after deduction of transaction costs. The number of shares will increase from 8,284,768 to 16,618,101 shares when the new shares have been registered with the Swedish Companies Registration Office. When such registration has been made, paid subscribed shares (Sw. betalda tecknade aktier) will be converted into common shares. The preliminary record date for such conversion is 28 December 2017 whereby the paid subscribed shares will be converted into new shares on or about 2 January 2018. Trading in the new shares on Nasdaq First North is expected to start on the same day.
SciBase’s CEO Simon Grant comments:
“We are very pleased to finalise the rights issue and move forward with full focus on building the business. As outlined in our strategic plan, there are a number of exciting possibilities ahead for SciBase. Securing this financing will enable us to better address those opportunities, and the team heads into next year full of energy and focused on driving sales growth.”
Financial and legal advisers
Pareto Securities AB is financial adviser to SciBase and Setterwalls Advokatbyrå AB is legal adviser to SciBase and Pareto Securities AB in conjunction with the Offering. Avanza Bank is the Company’s certified adviser.
This information is information that SciBase Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 21:00 CET on 13 December, 2017.
About SciBase
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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.
SciBase is listed on Nasdaq First North (“SCIB”). Further information about the Company is available at www.scibase.com.
IMPORTANT INFORMATION
This press release is not an offer or solicitation to acquire shares in SciBase. A prospectus relating to the preferential rights issue referred to in this press release have been drawn up and filed with the Swedish Financial Supervisory Authority.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. SciBase does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
The loss after tax amounted to TSEK 8,810 (12,395).
The loss per share amounted to SEK 1.06 (1.50).
The cash flow from current operations was negative in the amount of TSEK 9,796 (10,459).
The gross margin in the period was 56.8 (44.6)%.
Electrode sales in volume grew in total by 9% and reached 3,440 (3,168) units. Repeat sales of electrodes grew by 42%.
The first 9 months in figures
Net sales amounted to TSEK 4,973 (4,501).
The loss after tax amounted to TSEK 32,168 (38,463).
The loss per share amounted to SEK 3.88 (4.64).
The cash flow from current operations was negative in the amount of TSEK 32,821 (34,818).
The gross margin in the period was 36.8 (34.3)%.
Electrode sales grew in total by 33% and reached 12,768 (9,600) units. Repeat sales of electrodes grew by 74%.
Important events during the quarter
Following the Pre-Market Approval (PMA) of Nevisense in the US in June, SciBase presented an update of their strategic growth plan. The focus of the plan is SciBase's entry into the US market, the continued growth in the core market Germany, and the utilization of the current product platform for additional clinical indications.
At the British Association of Dermatologist’s annual meeting in July a new study from Southampton University Hospital was presented showing Nevisense’s potential to help clinicians detect melanomas that otherwise could have been missed.
SciBase released a new generation of Nevisense and a new type of electrode for the evaluation of new clinical applications.
In September software to integrate Nevisense with DermoScan’s digital dermoscopy system DermoGenius Ultra was launched. The cooperation with DermoScan represents a great opportunity to integrate Nevisense with the more than 400 clinics using DermoGenius Ultra in Germany today.
Important events after the end of the period
Nevisense was presented as one of the top ten most important news stories within skin cancer for dermatologists at the Fall Clinical Dermatology Conference.
The first Nevisense system in the US will be installed with the well-known key opinion leader Darrel S. Rigel, MD and Clinical Professor of Dermatology at the New York University Medical Center.
The first presentation of data in a scientific poster by a US center occurred as a poster at the Fall Clinical meeting by Dr Ryan Svoboda, a Clinical Research Fellow at the National Society for Cutaneous Medicine.
SciBase signed a distribution contract with International Fitness and Health Organisation AB to sell to non-specialist clinics and pharmacies in Italy. The agreement included an initial order of approx. MSEK 0.5 and potential for an additional MSEK 0.5 order in 2018.
The first US commercial order for Nevisense was received from a private clinic focused on self-pay patients in New York.
A nominating committee has been appointed.
The Company published a proposed preferential rights offering and a summons to an EGM.
Oct 1 2016 -
July 1 - Sep 30
Jan 1 - Sep 30
Sep 30 2017
Jan 1 - Dec 31
THE GROUP
2017
2016
2017
2016
Rolling-12
2016
Net sales, SEK ths
1 172
1 580
4 973
4 501
6 908
6 436
Gross margin, %
56,8%
44,6%
36,8%
34,3%
36,3%
34,5%
Equity/Asset ratio, %
86,9%
91,3%
86,9%
91,3%
86,9%
90,8%
Net indebtness, multiple
0,15
0,09
0,15
0,09
0,15
0,10
Cash equivalents, SEK ths
50 948
98 272
50 948
98 272
50 948
84 955
Cashflow from operating activities, SEK ths
-9 796
-10 459
-32 821
-34 818
-45 853
-47 850
Earnings per share (before and after dilution), SEK
-1,06
-1,50
-3,88
-4,64
-5,65
-6,41
Shareholder's equity per share, SEK
7,31
12,96
7,31
12,96
7,31
11,19
Average number of shares, 000'
8 285
8 285
8 285
8 285
8 285
8 285
Number of shares at closing of period, 000'
8 285
8 285
8 285
8 285
8 285
8 285
Share price at end of period, SEK
18,30
25,20
18,30
25,20
18,30
19,00
Number of sold electrodes, pieces
3 440
3 168
12 768
9 600
18 368
15 200
Average number of employees
21
22
22
21
22
21
This information is information that SciBase Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out below, at 08.00 CET on November 10, 2017.
The Company will hold a livepresentation of the Q3 report and a Q&A at 10 a.m. which can be followed through the following link:
https://www.redeye.se/live/scibase-q3-2017
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 a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.
November 9th SciBase announced that the Company had received the first order in the US from Goldenberg Dermatology, a premier New York City dermatology practice of Dr. Gary Goldenberg and Dr. Kristina Goldenberg. The order, consisting of a Nevisense system and single-use electrodes, means that Drs. Goldenberg will be the first dermatologists in the US to be able to offer the Nevisense test for early detection of melanoma and atypical moles (nevi). Earlier this fall, at the Fall Clinical Dermatology Conference SciBase was mentioned as one of the ten most important new technologies within skin cancer detection.
-We are very pleased to welcome Dr. Gary Goldenberg and Dr. Kristina Goldenberg as our first customers in the US. Goldenberg Dermatology is a perfect first customer for us as they perfectly fit the profile of our primary target group as stated in our launch and growth strategy. Goldenberg Dermatology is a renowned clinic with focus on personalized dermatology and cancer prevention and early detection. We are very much looking forward to working together in spreading the word about Nevisense and its advantages, says Simon Grant, CEO SciBase.
Goldenberg Dermatology, office of Dr. Gary Goldenberg and Dr. Kristina Goldenberg, is a comprehensive medical and cosmetic dermatology practice. By taking a very personalized and customized approach within the practice, this husband and wife team works with each patient, taking into account diet, lifestyle, and overall health, to formulate a long-term plan promoting optimal skin health. This holistic and integrative dermatology practice focuses on prevention and early detection of skin cancer, including melanoma, as well as other aspects of medical and cosmetic dermatology. The Goldenbergs strive to formulate an all-encompassing skin health treatment plan with regards to every patient’s needs, concerns and well-being.
- Melanoma is one of the deadliest cancers in the US. Prevention and early detection of melanoma should be a focus of every dermatology practice. We are excited to be the first practice in USA to offer Nevisense to our patients. This device will allow us to focus on lesions that are abnormal and detect these at the earliest stage, potentially saving lives of our patients. It will also allow us to carefully monitor less atypical lesions, decreasing unnecessary biopsies and scarring. We look forward to using Nevisense, along with careful physical examination, dermascopy and photography, to offer the most comprehensive melanoma and dysplastic nevus detection approach available, says Gary Goldenberg, MD.
Dr. Gary Goldenberg is a medical and cosmetic dermatologist and an Assistant Clinical Professor of Dermatology at The Icahn School of Medicine at Mount Sinai Hospital in New York City. He is also the former Medical Director of the Dermatology Faculty Practice at The Mount Sinai Medical Center.
Board Certified in both Dermatology and Dermatopathology, Dr. Goldenberg provides comprehensive dermatological care in medical and cosmetic dermatology, including BOTOX® and filler injections, laser surgery, skin cancer, nevi (moles), psoriasis, acne, rosacea, eczema, and sexually transmitted diseases.
Dr. Goldenberg is the author of over 100 original articles, abstracts and book chapters. He regularly lectures at the American Academy of Dermatology Meetings, as well as other national and international dermatology meetings.
Dr. Goldenberg is frequently sought after by the media on cosmetic and medical dermatology topics and has appeared on CNN, Fox, ABC, NBC, Glamour, New Beauty, Redbook, Allure, Wall Street Journal, and many others.
Dr. Goldenberg is a member of the American Academy of Dermatology, American Society for Dermatologic Surgery, American Society of Dermatopathology, and served as the President (2015-2017) and member of the Executive Board of Directors for the Dermatologic Society of Greater New York, the national largest local dermatologic society.
- There is a melanoma epidemic in US. This is especially true in young women who use tanning beds or had sunburns before the age of 18. Every day we see young patients with atypical moles or even melanoma in our office. NeviSense will allow us to detect abnormal lesions early, potentially saving lives of our patients. For many, it will also decrease the need for unnecessary biopsies of less abnormal lesions, saving the patients from unneeded scarring. We look forward to using NeviSense in our practice and are excited to be the first practice in US to bring this potentially life-saving device to our patients, Kristina Goldenberg, MD.
Dr. Kristina Goldenberg is a trusted and dependable name in advanced dermatology. Dr. Goldenberg is a Board Certified Dermatologist, and Clinical Instructor of Dermatology at The Icahn School of Medicine at Mount Sinai Hospital in New York City. Dr. Goldenberg obtained her medical degree from the Albert Einstein College of Medicine of Yeshiva University, where she graduated with a Dean’s Citation. She completed her dermatology training at the Icahn School of Medicine at Mount Sinai, where she served as Chief Resident.
Dr. Goldenberg cares for adult and pediatric patients and completed extensive training in medical and cosmetic dermatology. Her expertise are in medical dermatology, including acne, rosacea, eczema, psoriasis, and skin cancer, as well as cosmetic dermatology, including filler and botox injections, and laser surgery.
Dr. Goldenberg has appeared in numerous media outlets, including New York Times, Fox, Allure, Glamour, Byrdie, Self, and many others. Dr. Goldenberg is a member of the American Academy of Dermatology and Dermatologic Society of Greater New York.
Earlier this fall, SciBase participated in, exhibited and demonstrated their product Nevisense, for early detection of malignant melanoma at the Fall Clinical Dermatology Conference in Las Vegas. At the congress Nevisense was presented as one of the top ten most important news stories within skin cancer.
Goldenberg Dermatology is the first commercial customer in the US for SciBase and is of strategic importance. It can be seen as an early sign that our launch strategy is the right approach. SciBase’s strategy focuses initially on marketing Nevisense to private concierge clinics in the New York Metropolitan Area. In addition SciBase will build awareness of Nevisense and further develop the existing network of Key Opinion Leaders (KOL) in the northeast region of the US. SciBase will also approach selected local and regional insurance companies and seek local reimbursement for EIS testing. To be able to expand nationwide in the US, SciBase intends to work with nationwide distribution partners, which will lead to a further acceleration of the sales growth.
For more information, please contact: Simon Grant, CEO SciBase Phone: +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 a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.
At the extraordinary general meeting of SciBase Holding AB (publ) on 15 November 2017 in Stockholm the shareholders adopted the below resolutions.
Resolution regarding issuance of shares with preferential rights for the shareholders
The extra general meeting resolved in accordance with the board of directors proposal regarding issuance of new shares with preferential rights for the shareholders.
In order to enable the Company’s launch strategy for the US market and its updated growth plan and to meet the capital need that will arise in connection therewith, the board of directors of the Company proposed that the extraordinary general meeting resolved upon an issuance of new shares with preferential rights for the shareholders (the “Preferential Rights Issue”) on the following terms.
Number of shares and increase of the share capital
The Preferential Rights Issue comprises not more than 9,468,304 shares. The Company’s shareholders shall have preferential rights to subscribe for the issued shares in relation to the number of shares previously held. At full subscription of all shares in the Preferential Rights Issue the Company’s share capital will increase by SEK 35,032,724.8.
Record day
The record day for determination of which shareholders are entitled to subscribe for shares in the Preferential Rights Issue with exercise of preferential rights shall be Wednesday, 22 November 2017 (the “Record Day”).
Right to subscribe for shares
Shareholders who are registered in the Company’s share register kept by Euroclear Sweden AB on the Record Day are entitled to subscribe for shares in the Preferential Rights Issue, whereupon one (1) share entitle to one (1) subscription right and seven (7) subscription rights entitle to subscription of eight (8) new shares.
Subscription price
The subscription price is SEK 9 per share.
Subscription and payment
Subscription of shares in the Preferential Rights Issue shall be made through simultaneous cash payment during the period from and including 27 November 2017 up to and including 11 December 2017. Subscription made without exercise of subscription rights shall be made on a specific subscription list during the period from and including 27 November 2017 up to and including of 11 December 2017. Payment for shares subscribed for without exercise of subscription rights shall be made in cash no later than three (3) business days from the day when a settlement note stating the allotment of shares was sent to the subscriber.
The board of directors shall be entitled to prolong the period for subscription and payment.
Allotment of shares
If not all shares have been subscribed for by exercise of subscription rights, the board of directors shall resolve upon allotment of shares subscribed for without exercise of subscription rights within the maximum amount of the Preferential Rights Issue, whereby the board of directors shall allot shares primarily to those who have also subscribed for shares by exercise of subscription rights (irrespective of if they were shareholders on the Record Day or not) and, in case of oversubscription, pro rata in relation to their subscription made by exercise of subscription rights; secondly, to those who have subscribed for shares without exercise of subscription rights and, if full allotment cannot be made, pro rata in relation to their subscription and, in so far as such allotment cannot be made, through the drawing of lots; thirdly, provided that such allotment is necessary in order for the Preferential Rights Issue to be fully subscribed, to those who have provided guarantee undertakings regarding subscription of shares (based on the guarantee undertakings).
Right to dividends
The new shares shall entitle to dividends for the first time on the first record date for entitlement to dividends taking place after the new shares have been registered with the Swedish Companies Registration Office and in the Company’s share register kept by Euroclear Sweden AB.
Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders
The extra general meeting resolved to authorize the board of directors to, up until the next annual general meeting, on one or more occasions, resolve upon issuances of new shares. Issuances of new shares may only be made with preferential rights for the Company’s shareholders and payment may only be made in cash.
The information herein is such that shall be announced in accordance with the Nasdaq First North Rulebook. The information was submitted for publication at 6:00 p.m. (CET) on November 15, 2017.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.
The shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the “Company”) are hereby invited to the extraordinary general meeting to be held on Wednesday 15 November 2017, at 4.30 p.m. at Setterwalls Advokatbyrå’s offices with address Sturegatan 10 in Stockholm. Registration for the meeting commences at 4.00 p.m.
Registration
Shareholders wishing to participate at the general meeting must:
(i) be entered in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Thursday, 9 November 2017; and
(ii) notify the Company of their attendance as well as any attending assistants no later than 9 November 2017. Notification of attendance can be made in writing to SciBase Holding AB (publ), Attn: General meeting, P.O. Box 3337, SE-103 67 Stockholm, Sweden, or by e-mail to [email protected].
The notification of attendance shall include name, personal or corporate registration number, address, shareholding and telephone number. The same dates, addresses and formal requirements apply for notification of assistants and the number of assistants may not be more than two. Powers of attorney, certificates of registration and other documents of authority must be presented at the general meeting, but can preferably be sent to the Company in connection to the notification of attendance.
Personal data obtained from the share register kept by Euroclear Sweden AB, notification of attendance and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in order to be entitled to participate at the general meeting (so-called voting registration). Such re-registration must be completed no later than on the record day which is Thursday, 9 November 2017.
Proxy
Shareholders intending to participate by proxy must issue a written and dated power of attorney, signed by the shareholder. The power of attorney may not be older than five years. If the power of attorney is issued by a legal entity, the power of attorney shall be accompanied by a copy of a valid certificate of registration (Sw. Registreringsbevis) of the legal entity or, if such document is not available, equivalent documents of authority. A power of attorney form is available on the Company’s website www.scibase.com. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
1. Opening of the general meeting
2. Election of chairman of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination as to whether the meeting has been duly convened
7. Resolution regarding issuance of shares with preferential rights for the shareholders
8. Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders
9. Closing of the meeting
Resolution proposals
Item 7. Resolution regarding issuance of shares with preferential rights for the shareholders
In order to enable the Company’s launch strategy for the US market and its updated growth plan and to meet the capital need that will arise in connection therewith, the board of directors of the Company proposes that the extraordinary general meeting resolves upon an issuance of new shares with preferential rights for the shareholders (the “Preferential Rights Issue”) on the following terms.
Number of shares and increase of the share capital
The Preferential Rights Issue comprises not more than 9,468,306 shares. The Company’s shareholders shall have preferential rights to subscribe for the issued shares in relation to the number of shares previously held. At full subscription of all shares in the Preferential Rights Issue the Company’s share capital will increase by SEK 35,032,732.2.
Record day
The record day for determination of which shareholders are entitled to subscribe for shares in the Preferential Rights Issue with exercise of preferential rights shall be Wednesday, 22 November 2017 (the “Record Day”).
Right to subscribe for shares
Shareholders who are registered in the Company’s share register kept by Euroclear Sweden AB on the Record Day are entitled to subscribe for shares in the Preferential Rights Issue, whereupon one (1) share entitle to one (1) subscription right and seven (7) subscription rights entitle to subscription of eight (8) new shares.
Subscription price
The subscription price is SEK 9 per share.
Subscription and payment
Subscription of shares in the Preferential Rights Issue shall be made through simultaneous cash payment during the period from and including 27 November 2017 up to and including 11 December 2017. Subscription made without exercise of subscription rights shall be made on a specific subscription list during the period from and including 27 November 2017 up to and including of 11 December 2017. Payment for shares subscribed for without exercise of subscription rights shall be made in cash no later than three (3) business days from the day when a settlement note stating the allotment of shares was sent to the subscriber.
The board of directors shall be entitled to prolong the period for subscription and payment.
Allotment of shares
If not all shares have been subscribed for by exercise of subscription rights, the board of directors shall resolve upon allotment of shares subscribed for without exercise of subscription rights within the maximum amount of the Preferential Rights Issue, whereby the board of directors shall allot shares primarily to those who have also subscribed for shares by exercise of subscription rights (irrespective of if they were shareholders on the Record Day or not) and, in case of oversubscription, pro rata in relation to their subscription made by exercise of subscription rights; secondly, to those who have subscribed for shares without exercise of subscription rights and, if full allotment cannot be made, pro rata in relation to their subscription and, in so far as such allotment cannot be made, through the drawing of lots; thirdly, provided that such allotment is necessary in order for the Preferential Rights Issue to be fully subscribed, to those who have provided guarantee undertakings regarding subscription of shares (based on the guarantee undertakings).
Right to dividends
The new shares shall entitle to dividends for the first time on the first record date for entitlement to dividends taking place after the new shares have been registered with the Swedish Companies Registration Office and in the Company’s share register kept by Euroclear Sweden AB.
Miscellaneous
The board of directors or anyone appointed by the board of directors shall be authorized to make any minor adjustments required in order to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Item 8. Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders
The board of directors proposes that the general meeting resolves to authorize the board of directors to, up until the next annual general meeting, on one or more occasions, resolve upon issuances of new shares. Issuances of new shares may only be made with preferential rights for the Company’s shareholders and payment may only be made in cash.
The objective of the resolution proposal is partly to enable the board of directors to resolve upon an issuance of new shares should market conditions prevail causing the board of directors to, prior to the extraordinary general meeting, assess that the preferential rights issue proposed under item 7 above cannot be carried out successfully, in which case the board of directors intend to withdraw the resolution proposal in item 7 above. The objective of this resolution proposal is further to enable the board of directors to resolve upon a new share issue on corresponding terms as in item 7 above, but with an adjusted timetable, should unforeseen events impact the timetable in a way which makes a preferential rights issue resolved in accordance with item 7 above impossible to carry through according to plan.
Information at the general meeting
If any shareholder so requests and where the board of directors believes that such information can be provided without significant harm to the Company, the board of directors and the managing director shall provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position and as regards the Company’s relationship to other group companies.
Number of shares and votes
At the time of the issuance of this notice to attend, the total number of shares and votes in the Company amounted to 8,284,768.
Documents
The financial statements, auditor’s report and the documents required pursuant to Chapter 13 Section 6 of the Swedish Companies Act (Sw. aktiebolagslagen) will be available at the Company’s premises and at the Company’s website www.scibase.com no later than 1 November 2017. Copies of the aforementioned documents will also be sent by post to shareholders who so request and provide their postal addresses. The board of directors’ complete resolution proposals are set out in full in this notice to attend.
This summer’s great news, the FDA approval of Nevisense, was an important milestone in the history of the Company. We are very pleased and proud of our achievement, and following this we have together with the board further developed our strategy. The updated strategy includes new clinical applications built on our existing Nevisense platform, and an increased focus on sales and growth where of course the US will play an important role.
To implement this more ambitious growth strategy we communicated already this autumn that we were investigating financing options for the strategy. Last week we communicated that we are planning to do a preferential rights issue of around MSEK 85 of which MSEK 75 is guaranteed by our current owners and a guarantee consortium consisting of Swedish and international investors. Our cash position at the end of the second quarter was 60MSEK. This is sufficient for at least the coming 12-month period, but by raising the additional capital we have secured the long-term financing needs of the Company, and we can implement our strategy more quickly and aggressively.
Our three main shareholders, SEB Venture Capital, SEB Pensionsstiftelse and Fouriertransform AB, will contribute in the offering as much as they can according to their investment mandate. Together, these three owners currently represent 53.4 percent of the shares and votes in the Company. They have undertaken to subscribe for MSEK 16.0 which constitutes 21.3 percent of the guaranteed amount of the rights issue. Their commitment is therefore below their pro-rata share but that should not be interpreted as reduced confidence in us as a Company. The reason is instead changed fund and investment strategies that mean SEB Venture Capital may only subscribe for MSEK 2.0, while Fouriertransform will subscribe for 55.4 percent of their pro-rata share and SEB Pensionsstiftelse for 51.9 percent of their share.
The proceeds from the new share issue will be used to implement the updated strategy, where the US launch and marketing efforts will use about half of the net proceeds. In addition, approximately 30-40 percent of the capital injection will be distributed equally to develop and market the new clinical uses for Nevisense and to develop the next-generation products based on the new chip design (ASIC). If the offering is fully subscribed, the remaining and unsecured part of the proceeds corresponding to approximately SEK 10 million will be used to accelerate the launch of Nevisense in the US and/or to finance potential acquisitions that might add complementary products to our current product offering.
Broadening the use of Nevisense and impedance through new clinical applications, such as non-melanoma skin cancer and eczema, represents significant potential for SciBase. We remain focussed on our existing customer group, dermatologists but now may offer a platform based on Nevisense. Instead of being a product for the detection of malignant melanoma only, Nevisense will have multiple clinical uses and thus attract more users and usage. With Nevisense as the platform, the development of new clinical applications is much simpler, approval processes shorter, and rollout easier and less costly. We already have many studies showing the potential for Nevisense in these new clinical areas, and considering that our business model is based on electrode usage, new clinical areas represent increased use and electrode sales, and therefore are one of the keys to future sales growth.
In Germany we have now reached a high penetration of the so-called ‘early adopters’. Today we have 170 devices installed at 150 customer sites and the most gratifying thing is that we see an increased usage. Based on our local user base, we estimate it's time for us to now take the next step on the German market. The updated strategy means that we will continue to improve and integrate Nevisense so that we can broaden the target group we approach. The first step was taken through the recently-launched upgrades and improvements of Nevisense. Together with DermoScan we will also be able to approach their customer base, which is around 400 clinics in Germany alone.
In Germany, we have recently collected high level user statistics from eight clinics using Nevisense as part of their day to day clinical evaluation. The data, from over 5,000 patients, shows that the number of lesions receiving a ‘negative’ score (i.e. very low risk for melanoma) was on average 44% which can be compared with 34% in our pivotal study. This is a very good result and means in day to day use, clinics could identify a higher proportion of lesions that did not need excision compared to the results in our study. This means that in normal clinical use, clinics has increased benefits from Nevisense compared with what was shown in the pivotal study. These results, which are based on summary data obtained from the clinics' activities and not from any study, are very positive for us in our upcoming sales effort on the German market.
Finally, I would like to say that, with the rest of the management and our board, I am excited to start to roll out our updated strategy, and combined with the capital injection, am confident this will drive the Company’s success. We hope therefore that you as a shareholder want to join us on our journey!
Simon Grant
CEO
For further information please visit www.scibase.com or contact:
About SciBase and Nevisense SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.
