Stockholm, SWEDEN. January 23, 2025 - SciBase Holding AB ("SciBase") [STO:SCIB], a leading developer of augmented intelligence-based solutions for skin disorders, announced today that updated German guidelines for imaging (S1) has been published today. Nevisense (EIS - or "MIS -Mikroelektrische Impendanzspektroskopie") is mentioned as a technology for detecting Melanoma and Non-Melanoma skin cancer as well as the future potential in Atopic Dermatitis (AD). The guidelines conclude that "If seborrhoeic keratoses and inflammatory lesions are ruled out clinically or dermatoscopically, Nevisense is a valuable decision-making technology."
The guidelines focus on the high sensitivity of Nevisense (EIS) and the ability to decrease the number of excisions needed to find a melanoma (NNE). Later during the year, updated S3 guidelines with a focus on Melanoma are expected to be published.
"The guidelines have a primary focus on imaging technologies, so it is very positive that they include Nevisense and state that it is a valuable technology in detecting skin cancer. The guideline includes the potential future of new applications within AD. This is another step forward in the adoption of our technology in Germany", said Pia Renaudin, CEO of SciBase.
The guidelines (in German) can be found here: https://derma.de/fileadmin/derma/1_derma.de_WebRoot/Leitlinien/013-076l_S1_Bildgebende-Diagnostik-von-Hauterkrankungen_2024-11-komprimiert.pdf
For additional information, please contact: Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
About SciBase SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reportsvisit: http://investors.scibase.se/en/pressreleases
SciBase Holding AB ("SciBase" or the "Company") today announces the final outcome of the capital raise, consisting of a rights issue of units of approximately SEK 59.3 million (the "Rights Issue") and a directed issue of units, deviating from existing shareholders' preferential rights, of approximately SEK 22.5 million (the "Directed Issue"), that was announced on November 12, 2024 (the "Capital Raise"). All 16,669,624 units in the Directed Issue have been subscribed and paid for, and thus the Board of Directors of SciBase intends to resolve on allocation of units to the investors in the Directed Issue on January 14, 2025. The final outcome of the Rights Issue shows that 22,916,119 units, corresponding to approximately 52.2 percent of the Rights Issue, were subscribed for both with and without the support of unit rights. The Rights Issue was covered to approximately 50.4 percent by subscription commitments, guarantee commitments and declarations of intentions to subscribe for units. Consequently, the guarantee commitments will not be utilized. Through the Rights Issue, the Company will initially receive approximately SEK 30.9 million, and through the Directed Issue the Company will initially receive approximately SEK 22.5 million, before issuance costs. Should all attached warrants of series TO 3 (the "Warrants"), relating to the issued units in the Capital Raise, be exercised, the Company may receive an additional amount of minimum approximately SEK 53.4 million and maximum approximately SEK 89.1 million.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
"I want to direct a big thank you to the existing and new shareholders that participated in the capital raise. SciBase will now receive capital to follow our commercialization strategy in the US aimed at skin cancer, and to invest further in product development within the business area skin barrier. I am looking forward to a 2025 with continued focus on improved diagnostics!", says Pia Renaudin, CEO Scibase.
Allocation of units in the Directed Issue
All units in the Directed Issue have been subscribed and paid for, and thus, the Board of Directors of SciBase today, on January 14 2025, have resolved on the allocation of 16,669,624 units. Each unit consists of three (3) shares and three Warrants. Through the Directed Issue, the Company will initially receive approximately SEK 22.5 million before issuance costs.
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on January 13, 2025 and the final subscription summary shows that 22,674,031 units, corresponding to approximately SEK 30.6 million, or approximately 51.6 percent of the Rights Issue, were subscribed for with the support of units rights and 242,088 units, corresponding to approximately SEK 0.3 million, or approximately 0.6 percent of the Rights Issue, were subscribed for without the support of unit rights, for a combined total subscription, with and without the support of unit rights, of approximately 52.2 percent. The Rights Issue was covered to approximately 50.4 percent by subscription commitments, guarantee commitments and declarations of intentions to subscribe for units. Consequently, the guarantee commitments will not be utilized. Through the Rights Issue, the Company will initially receive approximately SEK 30.9 million before issuance costs.
Allocation of units in the Rights Issue has been conducted according to the principles specified in the EU growth prospectus issued in connection with the Rights Issue, published on December 20, 2024 (the "Prospectus"). Notifications regarding the allocation of units subscribed without the support of unit rights will be sent via contract notes to those allocated units. Nominee-registered shareholders will receive allocation notifications in accordance with the procedures of each respective nominee.
Number of shares and share capital
As a result of the Rights Issue, the Company's share capital increases by SEK 3,437,417.85, from SEK 10,976,920.20 to SEK 14,414,338.05, through the issuance of 68,748,357 shares. Thus, the number of shares increase from 219,538,404 to 288,286,761 shares. The dilution effect amounts to 23.8 percent.
Through the Directed Issue, the number of shares in SciBase will increase by 50,008,872 shares, from a total of 288,286,761 shares (calculated on the total number of shares in the Company after the Rights Issue) to a total of 338,295,633 shares. As a result of the Directed Issue, the Company's share capital will increase by SEK 2,500,443.60, from SEK 14,414,338.05 (calculated on the Company's share capital after the Rights Issue) to SEK 16,914,781.65. The dilution effect from the Directed Issue amounts to approximately 14.8 percent of the number of shares in the Company (calculated on the total number of shares in the Company after the Rights Issue and the Directed Issue).
Should all Warrants, issued in the Capital Raise, be exercised, the number of shares will increase by an additional 118,757,229 and the share capital will increase by an additional SEK 5,937,861.45, corresponding to an additional dilution effect of approximately 26.0 percent of the total number of shares and votes in the Company (calculated on the total number of shares in the Company after the Rights Issue, the Directed Issue and full exercise of all Warrants issued in the Capital Raise).
Trading in BTU
Trading in paid subscribed units ("BTU") will continue on Nasdaq First North Growth Market up to, and including, January 17, 2025.
Warrants
One (1) Warrant entitles to subscription of one (1) new share in the Company during the period from and including November 24, 2025, until and including, December 5, 2025. The subscription price when exercising the Warrants will be determined as 80 percent of the volume-weighted average price of the Company's shares on Nasdaq First North Growth Market during the measurement period from and including November 10, 2025, until and including November 21, 2025, however, no less than SEK 0.45 and no more than SEK 0.75 per share.
Advisors
SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Capital Raising.
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
The information was submitted for publication, through the agency of the contact person set out above, at 6.00 PM on January 14, 2025.
About SciBase
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: http://investors.scibase.se/sv/pressmeddelanden.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, https://investors.scibase.se/en/mid-disclaimer/107/83.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
SciBase Holding AB ("SciBase" or the "Company") today announces the preliminary outcome of the capital raise, consisting of a rights issue of units of approximately SEK 59.3 million (the "Rights Issue") and a directed issue of units, deviating from existing shareholders' preferential rights, of approximately SEK 22.5 million (the "Directed Issue"), that was announced on November 12, 2024 (the "Capital Raise"). All 16,669,624 units in the Directed Issue have been subscribed and paid for, and thus the Board of Directors of SciBase plans to resolve on allocation of units to the investors in the Directed Issue on January 14, 2025. The preliminary outcome of the Rights Issue indicates that 22,916,119 units, corresponding to approximately 52.2 percent of the Rights Issue, were subscribed for both with and without the support of unit rights. The Rights Issue was covered to approximately 50.4 percent by subscription commitments, guarantee commitments and declarations of intentions to subscribe for units. Consequently, the guarantee commitments will not be utilized. Through the Rights Issue, the Company will initially receive approximately SEK 30.9 million, and through the Directed Issue the Company will initially receive approximately SEK 22.5 million, before issuance costs. Should all attached warrants of series TO 3 (the "Warrants"), relating to the issued units in the Capital Raise, be exercised, the Company may receive an additional amount of minimum SEK 53.4 million and maximum SEK 89.1 million.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
Allocation of units in the Directed Issue
All units in the Directed Issue have been subscribed and paid for, and thus, the Board of Directors of SciBase intends to resolve on the allocation of 16,669,624 units in the Directed Issue, on January 14, 2025, in conjunction with the Company's resolution on allocation based on the final outcome in the Rights Issue. Each unit in the Directed Issue consists of three (3) shares and three (3) Warrants. Through the Directed Issue, the Company will initially receive approximately SEK 22.5 million before issuance costs.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on January 13, 2025 and the preliminary subscription summary indicates that 22,674,031 units, corresponding to approximately SEK 30.6 million, or approximately 51.6 percent of the Rights Issue, were subscribed for with the support of units rights and 242,088 units, corresponding to approximately SEK 0.3 million, or approximately 0.6 percent of the Rights Issue, were subscribed for without the support of unit rights, for a combined total subscription, with and without the support of unit rights, of approximately 52.2 percent. The Rights Issue was covered to approximately 50.4 percent by subscription commitments, guarantee commitments and declarations of intentions to subscribe for units. Consequently, the guarantee commitments will not be utilized. Through the Rights Issue, the Company will initially receive approximately SEK 30.9 million before issuance costs.
Allocation of units in the Rights Issue will be conducted according to the principles specified in the EU growth prospectus issued in connection with the Rights Issue, published on December 20, 2024 (the "Prospectus"). Notifications regarding the allocation of units subscribed without the support of unit rights will be sent via contract notes to those allocated units. Nominee-registered shareholders will receive allocation notifications in accordance with the procedures of each respective nominee.
Number of shares and share capital
As a result of the Rights Issue, the Company's share capital increases by SEK 3,437,417.85, from SEK 10,976,920.20 to SEK 14,414,338.05, through the issuance of 68,748,357 shares. Thus, the number of shares increases from 219,538,404 to 288,286,761 shares. The dilution effect amounts to 23.8 percent.
Through the Directed Issue, the number of shares in SciBase will increase by 50,008,872 shares, from a total of 288,286,761 shares (calculated on the total number of shares in the Company after the Rights Issue) to a total of 338,295,633 shares. As a result of the Directed Issue, the Company's share capital will increase by SEK 2,500,443.60, from SEK 14,414,338.05 (calculated on the Company's share capital after the Rights Issue) to SEK 16,914,781.65. The dilution effect from the Directed Issue amounts to approximately 14.8 percent of the number of shares in the Company (calculated on the total number of shares in the Company after the Rights Issue and the Directed Issue).
Should all Warrants, issued in the Capital Raise, be exercised, the number of shares will increase by an additional 118,757,229 and the share capital will increase by an additional SEK 5,937,861.45, corresponding to an additional dilution effect of approximately 26.0 percent of the total number of shares and votes in the Company (calculated on the total number of shares in the Company after the Rights Issue, the Directed Issue and full exercise of all Warrants).
Trading in BTU
Trading in paid subscribed units ("BTU") will continue on Nasdaq First North Growth Market up to, and including, January 17, 2025.
Warrants
One (1) Warrant entitles to subscription of one (1) new share in the Company during the period from and including November 24, 2025, until and including, December 5, 2025. The subscription price when exercising the Warrants will be determined as 80 percent of the volume-weighted average price of the Company's shares on Nasdaq First North Growth Market during the measurement period from and including November 10, 2025, until and including, November 21, 2025, however, no less than SEK 0.45 and no more than SEK 0.75 per share.
Advisors
SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Capital Raising.
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
The information was submitted for publication, through the agency of the contact person set out above, at 8.00 PM on January 13, 2025.
About SciBase
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: http://investors.scibase.se/sv/pressmeddelanden.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, https://investors.scibase.se/en/mid-disclaimer/107/83.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
Stockholm, SWEDEN. January 3, 2025 - SciBase Holding AB ("SciBase") [STO:SCIB], a leading developer of augmented intelligence-based solutions for skin disorders, announced today that it is working with Mayo Clinic, the leading US based hospital, on pigmented lesion digital workflows with AI-driven Nevisense - the only FDA Approved device for skin cancer detection at point of care.
"Melanoma is the deadliest form of skin cancer and accounts for the majority of skin cancer deaths because it can spread from the skin to other parts of the body where it becomes difficult to treat and can be fatal. However, if caught early, melanoma is almost 100% curable. For these reasons, we are looking forward to understanding how the Nevisense technology can help clinicians in the early detection of melanoma", said Alexander Meves, M.D., M.B.A, Professor of Dermatology, Mayo Clinic College of Medicine and Sciences.
"We are proud to work with the Mayo Clinic and believe this pilot represents an opportunity for SciBase to continue to address an unmet medical need by expanding access of the Nevisense test to more US patients at-point-of-care, when it is critical and makes a profound impact on patient care.", said Pia Renaudin, CEO of SciBase.
For additional information, please contact: Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
About SciBase SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
Today, on December 27, 2024, is the first day of the subscription period in SciBase Holding AB's ("SciBase" or the "Company") rights issue of units, consisting of new shares and warrants, which was announced on November 12, 2024 (the "Rights Issue"). One (1) unit consists of three (3) shares and three (3) warrants of series TO 3 ("Unit"). The subscription period runs until January 13, 2025. However, please note that some banks and nominees may have an earlier response deadline for subscription in the Rights Issue. Shareholders should therefore check with their bank or nominee if they have an earlier response date for the subscription.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
Summary of the Rights Issue
Upon full subscription in the Rights Issue, SciBase will receive initial proceeds of approximately SEK 59.3 million before deduction of issuing costs.
The subscription price is set at SEK 1.35 per Unit, corresponding to SEK 0.45 per share, which corresponded to the closing price of the Company's share on Nasdaq First North Growth Market on November 11, 2024. The warrants of series TO 3 are issued free of charge.
All existing shareholders received one (1) unit right for each share owned on the record date of December 20, 2024. Five (5) unit rights entitle to subscribe for one (1) Unit. One (1) Unit consists of three (3) newly issued shares and three (3) warrants of series TO 3.
The subscription period runs from December 27, 2024 to January 13, 2025.
Existing shareholders and members of the Company's board and management have entered into subscription commitments and declarations of intent to subscribe for Units corresponding to approximately 38.6 percent of the Rights Issue. In addition, the Rights Issue is covered by external guarantees from Life Science Invest Fund 1 ApS and Exelity AB (publ) up to 50.4 percent.
Exercise of warrants of series TO 3 will take place during the period from November 24, 2025 to December 5, 2025. The exercise price of warrants of series TO 3 will be set at 80 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period from November 10, 2025 to November 21, 2025, subject to a minimum strike price of SEK 0.45 and a maximum strike price of SEK 0.75 per share.
If the Rights Issue is fully subscribed and all warrants of series TO 3 are exercised, SciBase will receive additional proceeds of at least approximately SEK 59.3 million before deduction for issue costs.
Prospectus
For complete information about the Rights Issue, investors are referred to the published EU growth prospectus (the "Prospectus", Swe. EU-Tillväxtprospekt) which is available on SciBase's website (https://investors.scibase.se/en/mid-disclaimer/107/83) and on Carnegie's website (www.carnegie.se). The Prospectus is also available on the Swedish Financial Supervisory Authority's website (https://www.fi.se/en/our-registers/prospektregistret).
Timetable for the Rights Issue
December 27 - January 8, 2025
Trading in unit rights
December 27 - January 13, 2025
Subscription period
December 27 - January 27, 2025
Trading in BTU (paid subscribed Units)
January 14, 2025
Estimated date for publication of the outcome of the Rights Issue
Advisors
SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue.
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: http://investors.scibase.se/sv/pressmeddelanden
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, https://investors.scibase.se/en/mid-disclaimer/107/83. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
In 2024, SciBase has advanced its positions significantly and laid the foundation for continued growth, with a new organization in the US, success within the skin barrier segment and expansion into new markets.
Our new organization in the US is critical to our continued development and the ability to provide more patients with access to better diagnostic methods for skin cancer. Since the second half of the year, we have strengthened the organization with several people, with both broad and deep knowledge in dermatology. They also have extensive experience in commercializing new technologies, a great advantage for reaching new customers and establishing reimbursement. During the year, a new consensus report was published that supports Nevisense for the use in detection and clinical management of melanoma. The report is an important step in the commercialization of Nevisense, to obtain reimbursement and, further on to be included in the clinical guidelines for skin cancer.
We have successfully broadened our presence in the US market with more clinics in new states using Nevisense. We have added individual clinics that diagnose and treat a large number of patients with skin cancer to our target groups, which overall expands SciBase business opportunity. In areas with no reimbursement, we now offer the option of paying directly, a so-called cash-pay model. We are currently testing and evaluating this model in California, the model is proven for other technologies. In addition to establish a broader reimbursement in the US, we will initiate a so-called utility study with Nevisense in melanoma in the US to further strengthen our work to establish reimbursement.
We have also had success outside our main markets, Germany and the USA. The ambition is to expand with existing resources or with a dedicated partner in each market. The most advanced market / country is Austria with several new customers using Nevisense. During 2025 I expect new installations of Nevisense in both Italy and the United Arab Emirates. Several markets are targeted, but our primary focus remains to accelerate development in the USA and where we are primarily allocating our resources.
During the year, we have evaluated alternative ways to use Nevisense to measure the status of the skin barrier function, which is linked to a variety of skin diseases such as atopic dermatitis. Nevisense is now well established in research on the skin barrier function and there is great interest from industrial partners. We have set the strategy for the way forward and are focusing on certain indications that will be supported through studies. Initially, we will collaborate with clinics in Germany to evaluate atopic dermatitis. The planned study is expected to start in the first quarter of next year with the ultimate goal of being able to launch a new clinical application.
In 2024, we have laid the foundation for continued growth, and I look forward to the coming years with confidence. In 2025, we will continue to drive our commercialization strategy in the US with investments in our marketing organization and continue with the work to establish reimbursement and coverage thereby building for future sales growth. We continue to invest in the skin barrier segment with the goal of launching a clinical indication/application as well as improved production processes and increased capacity to meet future expected sales volumes.
I am grateful for the support from our existing shareholders as well as from our new long-term shareholders who have joined during the year. We further strengthen our owner base with new long-term shareholders through the recently announced capital raising. I look forward to including them and you on SciBase journey to broaden the use of Nevisense and thereby contribute to the early detection of skin cancer and save lives.
With best regards and happy holidays,
Pia Renaudin, CEO of SciBase
For information related to the ongoing/announced capital raise, please visit:
For additional information, please contact: Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
About SciBase SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, www.scibase.com. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
SciBase Holding AB ("SciBase" or the "Company") announced on November 12, 2024 that the Board of Directors has resolved, subject to the subsequent approval of the Extra General Meeting, to carry out a capital raise of a total of approximately SEK 81.8 million through the issuance of so-called units (the "Capital Raise"). One (1) unit consists of three (3) shares and three (3) warrants of series TO 3 ("Unit"). The Capital Raise consists of a directed share issue of Units, with deviation from existing shareholders' preferential rights, of approximately SEK 22.5 million (the "Directed Issue"), and a rights issue of Units with preferential rights for existing shareholders of approximately SEK 59.3 million (the "Rights Issue"). The Board of Directors' resolution to carry out the Capital Raise was approved at the Extraordinary General Meeting on December 13, 2024. An EU Growth Prospectus (Swe. EU-Tillväxtprospekt), prepared in connection with the Rights Issue (the "Prospectus"), has today, December 20, 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus is available on the SciBase website (https://investors.scibase.se/en/mid-disclaimer/107/83) and Carnegie's website (www.carnegie.se).
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
Publication of the Prospectus
The Prospectus that SciBase has prepared in connection with the Rights Issue has today, December 20, 2024, been approved by the Swedish Financial Supervisory Authority. The Prospectus, containing the full terms and conditions of the Rights Issue, and application forms can be obtained from SciBase and Carnegie and are available on SciBase website (https://investors.scibase.se/en/mid-disclaimer/107/83) and on Carnegie's website (www.carnegie.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).
For further information about the Rights Issue, investors are referred to the Prospectus.
Timetable for the Rights Issue
December 20, 2024
Record date for participation in the Rights Issue
December 27 - January 8, 2025
Trading in unit rights
December 27 - January 13, 2025
Subscription period
December 27 - January 27, 2025
Trading in BTU (paid subscribed Units)
January 14, 2025
Estimated date for publication of the outcome of the Rights Issue
Advisors
SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Capital Raising.
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: https://investors.scibase.se/en/releases.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, https://investors.scibase.se/en/mid-disclaimer/107/83.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) ("SciBase" or the "Company"). The general meeting resolved in accordance with the proposals presented in the notice to convene the meeting (which is available on the Company's website (www.scibase.com)):
Amendment of the articles of association The general meeting resolved, in accordance with the board of directors' proposal, to amend §§ 4-5 of the articles of association, entailing that the articles of association shall be amended so that the Company's share capital shall be not less than SEK 16,440,000 and not more than SEK 65,760,000 and that the number of shares in the Company shall be not less than 328,800,000 and not more than 1,315,200,000,
Rights issue
The extraordinary general meeting resolved, in accordance with the board of directors' proposal, to approve the board of directors' resolution taken on 12 November 2024 to carry out a new issue of units with preferential rights for existing shareholders. The right to subscribe for units is granted to those who are registered as shareholders in the Company on the record date as of 20 December 2024. Each shareholder receives one (1) unit right per share held. Five (5) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3. The subscription price for each unit is SEK 1.35, which corresponds to a subscription price per share of SEK 0.45. The warrants are issued free of charge. Subscription of units with the support of unit rights shall be made during the period from and including 27 December 2024 up to and including 13 January 2025.
One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.
Through the rights issue, a maximum of 131,723,040 shares may be issued, entailing an increase in the share capital of a maximum of SEK 6,586,152 and a maximum of 131,723,040 warrants of series TO 3, entitling to subscription of a total of 131,723,040 shares in the Company, whereby the share capital may increase by an additional SEK 6,586,152 in the event that all warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 13,172,304.
Directed issue
The general meeting resolved, in accordance with the board of directors' proposal, to approve the resolution taken by the board of directors on 12 November 2024, on a new issue of a maximum of 16,669,624 units to Maria Anderkvist, Praktikerinvest AB, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Klimage AB, MLJK Konsult AB och Irene Kotschy. The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. Warrants of series TO 3 are issued free of charge.
One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.
The issue results in an increase in the number of shares in the Company of a maximum of 50,008,872 shares, entailing a maximum increase of the share capital of SEK 2,500,443.60, and a new issue of a maximum of 50,008,872 warrants of series TO 3 entitling to subscription of 50,008,872 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 2,500,443.60 if all issued warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 5,000,887.20.
For additional information, please contact: Pia Renaudin, VD, tel. +46 732 069 802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
STOCKHOLM, SWEDEN, - November 13, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of artificial intelligence (AI)-based solutions for skin is excited to announce the publication of a case study highlighting the use of Nevisense as a skin barrier assessment device in monitoring treatment outcomes in patients with atopic dermatitis (AD). The study, conducted by a team of researchers at Koç University in Istanbul, demonstrates the potential of Nevisense to revolutionize the way AD patients are treated and monitored.
Atopic dermatitis is a chronic inflammatory skin disease characterized by epidermal skin barrier dysfunction and altered immune response, affecting an estimated 7% of adults and up to 20% of children globally. The findings of this study show that Nevisense, which utilizes electrical impedance spectroscopy (EIS) to assess skin barrier integrity, can effectively track changes in skin barrier function in response to treatment with dupilumab, a monoclonal antibody inhibiting IL-4 and IL-13 activity.
The case study followed the progress of an 8-year-old girl with severe AD over a period of 6 months, measuring improvements in skin barrier integrity using Nevisense. The results were extremely positive, with the patient's SCORAD improving from 96 to 37 by the end of the treatment period. The correlation between SCORAD and Nevisense output (EIS) was significant, highlighting the potential for Nevisense to be used as a non-invasive tool to evaluate treatment efficacy in AD patients.
"These findings are truly groundbreaking in the field of dermatology, as they demonstrate the importance of maintaining skin barrier function in patients with atopic dermatitis," Pia Renaudin, CEO of SciBase. "Nevisense has the potential to improve the standard of care for millions of AD patients around the world by allowing healthcare providers to monitor treatment outcomes more effectively."
With the growing prevalence of atopic dermatitis and the increasing demand for innovative treatment options, the market for skin barrier assessment devices is expected to see significant growth in the coming years. By being at the forefront of this emerging market, SciBase is well-positioned to meet the growing demand for advanced diagnostic tools in dermatology.
The full article can be found here: https://doi.org/10.24953/turkjpediatr.2024.4902
For additional information, please contact: Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
About SciBase SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
Shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the "Company"), are hereby summoned to an extraordinary general meeting to be held on 13 December 2024 at 10.00 CET at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. The registration to the meeting will open at 9.30 CET.
Right to participate and notice of participation
A shareholder who wishes to participate at the extraordinary general meeting must:
(i)
be recorded in the share register maintained by Euroclear Sweden AB on 5 December 2024, and
(ii)
notify the Company of its intention to participate by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to [email protected], no later than on 9 December 2024. Notification shall include full name, personal identification number or corporate registration number, address, telephone number, shareholding and, if appropriate, information about assistants (no more than two).
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 5 December 2024, voting right registrations completed by the nominee no later than on 9 December 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 9 December 2024.
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to [email protected]. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company's website, https://scibase.com/.
Proposed agenda
Opening of the meeting
Election of chairman of the meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two persons who shall approve the minutes of the meeting
Determination of whether the meeting has been duly convened
Resolution to amend the articles of association in order to enable the issues of units under items 8 and 9
Resolution to approve of the board of directors' resolution on a rights issue of units
Resolution to approve of the board of directors' resolution on a directed issue of units
Closing of the meeting
PROPOSALS FOR RESOLUTION
Item 7 - Resolution to amend the articles of association in order to enable the issues under items 8 and 9
To enable the registration of the resolution on the issues of units under items 8 and 9 below, the board of directors proposes that the general meeting resolves that the limits to the share capital in § 4 and the number of shares in § 5 of the articles of association are amended.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with items 8 and 9. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to sections 4-5 of the articles of association.
Proposed wording section 4:
The share capital shall amount to not less than SEK 16,440,000 and not more than SEK 65,760,000.
Proposed wording section 5:
The number of shares shall not be less than 328,800,000 and not more than 1,315,200,000.
Item 8 - Resolution to approve of the board of directors' resolution on a rights issue of units
The board of directors proposes that the general meeting resolves to approve the board of directors' resolution, taken on 12 November 2024, on a new issue of a maximum of 131,723,040 shares, entailing a maximum increase of the share capital of SEK 6,586,152, and a new issue of a maximum of 131,723,040 warrants of series TO 3 entitling to subscription of 131,723,040 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 6,586,152 if all issued warrants of series TO 3 are exercised. In total, the share capital can increase by a maximum of SEK 13,172,304.
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.
Otherwise, the following conditions shall apply.
The right to subscribe for units shall, in accordance with the shareholders' preferential rights, vest with those who are registered as shareholders in the Company on 20 December 2024 (the "Record Date"). Each shareholder receives one (1) unit right for each share held. Five (5) unit rights entitle to subscription of one (1) unit.
The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 are issued free of charge.
Subscription for units, with preferential rights, is made with the support of unit rights. The right to receive unit rights to subscribe for units with preferential rights, shall vest with persons registered as shareholders with Euroclear Sweden AB as of the Record Date.
Subscription of units with the support of unit rights must be made by simultaneous cash payment during the period from and including 27 December 2024 until and including 13 January 2025. The board of directors has the right to extend the subscription and payment period.
Subscription of units without the support of unit rights must be made on a special subscription list during the period from and including 27 December 2024 until and including 13 January 2025. Payment for units that are subscribed for without the support of unit rights must be paid in cash in accordance with the instructions on the transaction note no later than the third banking day after notification of allocation is sent to the subscriber through transaction note. The board of directors has the right to extend the subscription period and payment period.
One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.
The new shares issued in the rights issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 3 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.
The full terms and conditions for the warrants of series TO 3 are available on the Company's website, https://scibase.com/.
In the event all units in the rights issue are not subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the rights issue, resolve on the allotment of units subscribed for without the support of unit rights. In case of over-subscription, allotment shall be made in according to the following principles:
Firstly, allocation shall be made to those who subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in case of oversubscription, in relation to the number of unit rights that each party has exercised for the subscription of units, and, if this is not possible, by drawing lots.
Secondly, allocation shall be made to other subscribers who subscribed to Units without the support of unit rights, and, in case of oversubscription, in relation to the subscribed amount, and, if this is not possible, by drawing lots.
Thirdly, allocation of any remaining Units shall be made to guarantors in accordance with signed guarantee commitments. In the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, if this is not possible, by drawing lots.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 8 is conditional on that the general meeting also resolves in accordance with items 7 and 9.
Item 9 - Resolution to approve of the board of directors' resolution on a directed issue of units
The board of directors proposes that the general meeting resolves to approve the board of directors' resolution, taken on 12 November 2024, on a new issue of a maximum of 50,008,872 shares, entailing a maximum increase of the share capital of SEK 2,500,443.60, and a new issue of a maximum of 50,008,872 warrants of series TO 3 entitling subscription of 50,008,872 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 2,500,443.60 if all issued warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 5,000,887.20.
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.
Otherwise, the following conditions shall apply.
The right to subscribe for units shall, with deviation from the shareholders' preferential rights, vest with Maria Anderkvist, Praktikerinvest AB, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Klimage AB, MLJK Konsult AB and Irene Kotschy. Oversubscription may not occur.
The Company's board of directors has made an overall evaluation and carefully considered raising the necessary capital only through a rights issue, but has made the assessment that, for several reasons, it is more favorable for the Company and the shareholders to partially raise capital in the capital raising through a directed issue. Among other things, the directed issue reduces the need for guarantee commitments in the rights issue and thus also the fee to guarantors. The directed issue also contributes to strengthening the shareholder base in the Company with professional investors, which is considered positive in a long-term perspective. Since the subscription price in the directed issue was determined by the board of directors based on arms-length discussions with investors at a price corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on 11 November 2024, it is the board of directors' assessment that the subscription price in the directed issue therefore reflects current market conditions and demand. Conclusively, the directed issue is deemed to be in the interest of the Company and all shareholders.
The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 are issued free of charge. The subscription price has been determined based on an assessment of the current market situation, the historical development of the business and the Company's business prospects.
Subscription and payment of units shall be made no later than on 20 December 2024. The board of directors shall have the right to extend the time for subscription and payment.
One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.
The full terms and conditions for the warrants of series TO 3 are available on the Company's website, https://scibase.com/.
The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 3 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 9 is conditional upon that the meeting also resolves in accordance with items 7 and 8. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.
Documentation etc. The board of directors' proposals and related documents will be available at the Company's office and on the Company's website, www.scibase.se, no later than two weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_________________
Stockholm in November 2024
SciBase Holding AB (publ)
The board of directors
For additional information, please contact: Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
About SciBase SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
