On 5 April 2024 SciBase Holding AB (publ) ("SciBase" or the "Company") announced that the Company's board of directors resolved, subject to subsequent approval by the general meeting, on directed issues of a total of 77,891,769 units consisting of shares and warrants of series TO 2, with deviation from the shareholders preferential rights, to a total approximate amount of SEK 33 million (the "Directed Issue"). The subscription price in the Directed Issue amounted to SEK 0.42 per unit, corresponding to SEK 0.42 per share. The extraordinary general meeting on 13 May 2024 resolved to approve the Directed Issue. All units in the Directed Issue have been subscribed and the board of directors has therefore today, on 13 May 2024, resolved on allotment of all units in the Directed Issue.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Allotment of units All units in the Directed Issue have been subscribed and the board of directors has therefore today, on 13 May 2024, resolved on allotment of units to Ribbskottet AB, Per Olof Ejendal AB, Kåre Gilstring, Robert Molander, MLJK Konsult AB, Klintemar Konsult AB, Jesper Hoiland, Fredrik Mattsson, Stefan Hansson, Ulti AB, Van Herk Investments B.V., Matt Leavitt, Viktor Drvota, Theodor Invest AB, and Eric Terhaerdt. Ribbskottet AB has chosen to subscribe for additional units in the Directed Issue by taking over Morningside Group AB's undertaking to subscribe for units in the Directed Issue. Thus, Morningside Group AB did not subscribe for and was not allotted any units in the Directed Issue.
Each unit consists of one (1) share and five (5) warrants of series TO 2. Through the Directed Issue, SciBase will receive initial proceeds of approximately SEK 33 million before deduction of transaction costs.
Number of shares and share capital
Through the Directed Issue, the number of shares in SciBase will increase by 77,891,769 shares, from a total of 141,588,705 shares (calculated on the total number of shares in the Company after completion of the announced rights issue) to a total of 219,480,474 shares. Through the Directed Issue, the share capital in the Company will increase by SEK 3,894,588.45, from SEK 7,079,435.25 (calculated on the Company's share capital after completion of the announced rights issue) to SEK 10,974,023.70. The Directed Issue entails a dilution for existing shareholders of approximately 35.5 percent of the number of shares in the Company. Upon full exercise of the warrants of series TO 2 issued in the Directed Issue, the Company's share capital will increase by an additional SEK 19,472,942.25 through the issuance of 389,458,845 new shares entailing an additional dilution effect of approximately 64.0 percent.
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Directed Issue.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
The information was submitted for publication, through the agency of the contact persons set out above, at 15.00 CEST on 13 May 2024.
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Directed Issue.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
The shareholders in SciBase Holding AB (publ), reg. no. 556773-4768 (the "Company"), are hereby given notice to attend the annual general meeting at 15:00 p.m. on Thursday 13 June 2024 at Setterwalls Advokatbyrå's offices at address Sturegatan 10 in Stockholm.Registration for the meeting commences at 14:45 p.m. The board of directors has decided, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company's articles of association, to apply the possibility of postal voting in conjunction with the general meeting (see "Postal voting" below for more information).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders' register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day, which is Tuesday 4 June 2024, and
(ii) notify the Company of their attendance and any assistant no later than Friday 7 June 2024. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to [email protected].
Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be ac-companied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Tuesday 4 June 2024. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee's routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Friday 7 June 2024 will be taken into account in the preparation of the share register.
Postal voting
The board of directors has decided, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company's articles of association, to apply the possibility of postal voting in conjunction with the general meeting. A special form shall be used for postal voting. The form will be available on the Company's website, https://investors.scibase.se/en/governance/annual-general-meeting.
The form may be submitted by post to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, 101 39 Stockholm or via e-mail to [email protected]. The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Wednesday 12 June 2024 provided the shareholder has given notice of attendance at the general meeting no later than Friday 7 June 2024. However, a complete postal vote which reaches Setterwalls Advokatbyrå AB no later than Friday 7 June 2024 shall also be considered the shareholder's notice of attendance at the meeting (by postal voting).
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms will be available on the Company's website https://investors.scibase.se/en/annual-general-meeting-2024.
Processing of personal data
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
Opening of the meeting and election of chairman of the meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of one person who shall approve the minutes of the meeting.
Determination of whether the meeting has been duly convened.
Submission of the annual report and the auditor's report as well as of the consolidated financial statements and the auditor's report on the group.
Resolution in respect of:
adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
allocation of the Company's results according to the adopted balance sheet; and
the members of the board of directors' and the CEO's discharge from liability.
Resolution regarding the number of members and, where applicable, deputies of the board of directors and number of auditors and, where applicable, deputy auditors.
Determination of the fees payable to the members of the board of directors and the auditors.
Election of members of the board of directors and auditor.
Resolution on principles for the appointment of a nomination committee.
Resolution on an authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles.
Closing of the meeting.
The nomination committee's proposed resolutions
The nomination committee is composed of the chairman of the board of directors of the Company (i.e. Tord Lendau), Thomas Axelsson (appointed by Gell Group), Dharminder Chahal (appointed by VanHerk Group), and Peter Elmvik (appointed by Stockholms Elbolag). The nomination committee has presented the following proposed resolutions in relation to items 1 and 8-11 in the proposed agenda.
Item 1 - Election of chairman
Axel Helle (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Items 8-10 - Resolution regarding the number and election of and remuneration to the board of directors and auditors
The nomination committee proposes that the board of directors, until the end of the next annual general meeting, shall consist of four (4) ordinary members without deputy members. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
The nomination committee furthermore proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall be SEK 200,000 for the chairman of the board and SEK 150,000 to each of the other ordinary board members (who are not employed by a larger shareholder in the Company). It is proposed that the Company's auditor shall be paid in accordance with approved invoices.
The board of directors today consists of the following five (5) ordinary members without deputy members: Tord Lendau (chairman), Diana Ferro, Thomas Taapken, Matt Leavitt och Jvalini Dwarkasing.
Tord Lendau has declined re-election after ten years as chairman of the board of directors. Matt Leavitt and Jvalini Dwarkasing have also declined re-election. However, Matt Leavitt will continue to assist the Company on a consultancy basis.
The nomination committee proposes that Diana Ferro and Thomas Taapken are re-elected and that Jesper Høiland and Robert Molander are new-elected as ordinary board members. Furthermore, Jesper Høiland is proposed to be new-elected as chairman of the board of directors.
The registered accounting firm PricewaterhouseCoopers AB (PwC) is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.
The nomination committee has, as the basis for its proposal, regarding the composition of the board of directors, discussed the Company's future needs and reviewed the annual evaluation of the board of directors and its work and interviewed several candidates. The nomination committee has thoroughly discussed the requirements for competence, experience and background that are placed on the board of directors of Scibase, considering, among other things, the Company's strategic development, governance and control. Independence issues have been highlighted, as well as the requirement for versatility and breadth in the board. The nomination committee makes the assessment that the proposed board members, considering the Company's needs, operations, stage of development and other circumstances, would give the board of directors a good and appropriate composition.
Below is a summarized description of the proposed new board members' education, experience, other assignments, and independence. Further information about all proposed board members will be made available on the Company's website.
Jesper Høiland
Education: MSc and BSc, Copenhagen Business School.
Experience: Jesper has over 25 years of experience from senior positions in global pharmaceutical companies such as Ascendis Pharma (CCO), Radius Health (CEO) and Novo Nordisk (President and EVP for the US with a particular focus on pricing, product launches and infrastructure building). Jesper has previously been a board member of Concert Pharma and Leo Pharma. Jesper has lived and worked in the US, Switzerland, Denmark, Australia, France, Belgium and Canada for the past 30 years.
Other current assignments: Strategic advisor to pharmaceutical and medical device companies. Member of the board of directors and the audit committee of ALK.
Independence: Jesper is independent in relation to the Company and its management as well as to major shareholders.
Robert Molander
Education: MBA in Marketing and Finance, Washington University, John M. Olin School of Business and dual BA degrees in Economics and International Studies, Miami University.
Experience: Senior executive and advisor with over 25 years of expertise in life science commercialization, primarily based in the United States. Robert has successfully led companies such as Novartis, Pfizer, Shionogi, and Trialbee through product launches, business development and scaling commercial operations. Robert has previously been Chief Commercial Officer at Infant Bacterial Therapeutics AB and Trialbee AB and a board member of Infant Bacterial Therapeutics AB.
Other current assignments: Board member of Xspray Pharma AB, CEO of Stratfox Healthcare Group LLC.
Independence: Robert is independent in relation to the Company and its management and to major shareholders.
Item 11 - Resolution on principles for the appointment of a nomination committee
The nomination committee proposes the following decision for appointment of a nomination committee for the annual general meeting 2025 (same principles as the previous year). The nomination committee for the annual general meeting 2025, which shall be comprised of four members, shall be appointed by way of that the chairman of the board of directors will consult with the three largest shareholders of the Company at the end of the third quarter of 2024. These shareholders will be requested to each appoint one member who, together with the chairman of the board of directors, will form the nomination committee. The composition of the nomination committee shall be publicly announced no later than six months prior to the annual general meeting. The nomination committee, whose mandate period applies until the time a new nomination committee has constituted itself, shall appoint a chairman among its members. The nomination committee shall prior to the annual general meeting 2025 prepare and submit proposals regarding the election of the chairman of the annual general meeting, the number of board members and, where applicable, deputy members, the number of auditors and, where applicable, deputy auditors, the election of board members, chairman and, where applicable, deputy members, auditor and, where applicable, deputy auditors, remuneration for the board of directors and the auditor, as well as guidelines for the appointment of the nomination committee for the following annual general meeting. The nomination committee's proposals shall be presented in the notice to a general meeting where election of board members and auditor shall take place and on the Company's website. Should a member of the nomination committee resign from its assignment, a replacement shall be sought from the shareholder that appointed the departing member. Should a shareholder that has appointed a member of the nomination committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the nomination committee so resolves, be requested to appoint a member to the nomination committee.
The board of directors' proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to items 7(ii), and 12 in the proposed agenda.
Item 7 (ii) - Allocation of the Company's results according to the adopted balance sheet
The board of directors proposes that SEK 202,523,429 shall be carried forward in new account. Accordingly, no dividend is proposed.
Item 12 - Resolution regarding authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, until the next annual general meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise be conditional. Through issuances resolved upon with support from the authorisation - with deviation from the shareholders' preferential rights - the number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall correspond to not more than a 20 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s). The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Majority requirements
Resolution in accordance with the board of director's proposal in accordance with item 12 on the agenda requires that the general meeting's resolution is supported by shareholders representing at least two thirds of the shares represented at the general meeting as well as of the votes cast.
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, of the Company's, or a subsidiary's economic situation and of the Company's relations with other group companies on the general meeting.
Documentation
The financial accounts and auditor's report will be kept available at the Company's office and on the Company's website www.scibase.com. Copies of such documents will be sent free of charge to shareholders who so request and state their postal address. The proposals of the board of directors and the nomination committee are set out in full in the notice.
Stockholm, May 2024
SciBase Holding AB (publ)
The board of directors
For more information, please contact: Pia Renaudin, CEO SciBase
Tel: +46 73 206 98 02
Email: [email protected]
The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release
About SciBase
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: https://investors.scibase.se/en/pressreleases.
Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) ("SciBase" or the "Company"). The general meeting resolved in accordance with the proposals presented in the notice to attend the meeting (which is available on the Company's website (www.scibase.com)):
Amendment of the articles of association The general meeting resolved, in accordance with the board of directors' three proposals, to amend §§ 4-5 of the articles of association, entailing:
that the articles of association shall be amended so that the share capital shall be not less than SEK 10,065,000 and not more than SEK 40,260,000 and that the number of shares shall be not less than 201,300,000 and not more than 805,200,000,
that the articles of association shall be amended so that the share capital shall be not less than SEK 10,780,000 and not more than SEK 43,120,000 and that the number of shares shall be not less than 215,600,000 and not more than 862,400,000, and
that the articles of association shall be amended so that the share capital shall be not less than SEK 11,500,000 and not more than SEK 46,000,000 and that the number of shares shall be not less than 230,000,000 and not more than 920,000,000.
The general meeting further resolved, in a accordance with the board of directors' proposal, to authorize the board of directors to register with the Swedish Companies Registration Office the above resolution to amend the Articles of Association, the limits of which for the minimum and maximum number of shares in the Company are consistent with the total number of shares in the Company after the rights issue announced on 5 April 2024 and the directed issues of units that the board of directors resolved upon on 5 April 2024 (that were conditional upon the subsequent approval of the general meeting).
Directed issues
The general meeting resolved, in accordance with the board of directors' proposal, to approve the resolution made by the board of directors on 5 April 2024, on a new issue of a maximum of 74,136,510 units to Ribbskottet AB, Per Olof Ejendal AB, Kåre Gilstring, Robert Molander, MLJK Konsult AB, Klintemar Konsult AB, Jesper Hoiland, Fredrik Mattsson, Stefan Hansson, Theodor Invest AB, Ulti AB, Van Herk Investments B.V., Morningside Group AB, Viktor Drvota and Eric Terhaerdt. The subscription price for each unit is SEK 0.42, corresponding to a subscription price of SEK 0.42 per share. Warrants of series TO 2 are issued free of charge. The issue results in an increase in the number of shares in the Company of a maximum of 74,136,510 shares, entailing a maximum increase of the share capital of SEK 3,706,825.50, and a new issue of a maximum of 370,682,550 warrants of series TO 2 entitling to subscription of 370,682,550 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 18,534,127.50 if all issued warrants of series TO 2 are exercised. In total, the share capital may increase by a maximum of SEK 22,240,953.00.
The general meeting further resolved in accordance with the board of directors' proposal to approve the resolution made by the board of directors on 5 April 2024, on a new issue of a maximum of 3,755,259 units to Matt Leavitt. The subscription price for each unit is SEK 0.42, corresponding to a subscription price of SEK 0.42 per share. Warrants of series TO 2 are issued free of charge. The issue results in an increase in the number of shares in the Company of a maximum of 3 755 259 shares, entailing a maximum increase of the share capital of SEK 187,762.95, and a new issue of a maximum of 18,776,295 warrants of series TO 2 entitling to subscription of 18,776,295 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 938,814.75 if all issued warrants of series TO 2 are exercised. In total, the share capital may increase by a maximum of SEK 1,126,577.70.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
The Board of Directors in SciBase Holding AB (publ) ("SciBase" or the "Company") today announces the outcome in the rights issue of so called units, consisting of shares and warrants of series TO 2 ("Units"), with preferential rights for the Company's existing shareholders of approximately SEK 15 million which was resolved upon by the Board of Directors on 5 April 2024 by virtue of the authorization from the annual general meeting on 17 May 2023 (the "Rights Issue").The subscription price in the Rights Issue was SEK 0.42 per Unit, corresponding to SEK 0.42 per share. The warrants of series TO 2 are issued free of charge. The subscription period in the Rights Issue ended on 7 May 2024. 13,264,074 Units were subscribed for with support of unit rights, corresponding to approximately 37 percent of the Rights Issue. 8,493,194 Units, corresponding to approximately 24 percent of the Rights Issue, have been allotted to persons who have subscribed for Units without support of unit rights. In total, 21,757,268 Units were subscribed for in the Rights Issue,corresponding to approximately 61 percent of the Rights Issue. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 9 million before deduction of transaction costs. If all warrants of series TO 2 issued in the Rights Issue are exercised for subscription of shares the Company will receive additional proceeds of approximately SEK 46 million before deduction of transaction costs.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
"I am grateful for the support we have from our existing owners and also welcome our new owners to SciBase. We are in a very interesting position as we now can continue to deliver on our strategy. With our profitable growth in Germany as a base and our significant progress in the US, we are now well positioned to establish Nevisense as the new standard of care and contribute to saving lives. The US is developing according to our plans and in recent quarters we have gained several new customers who have already started using Nevisense. I look with confidence on our continued development", says Pia Renaudin, CEO of SciBase.
Outcome in the Rights Issue The Rights Issue was comprised of 35,949,429 Units, of which 13,264,074 Units, corresponding to approximately 37 percent of the Rights Issue, have been subscribed for with support of unit rights. Additionally, 8,493,194 Units have been subscribed for without support of unit rights, corresponding to approximately 24 percent of the Rights Issue. Consequently, the Rights Issue was subscribed to approximately 61 percent with and without support of unit rights. The Rights Issue will provide the Company with proceeds of approximately SEK 9 million before deduction of costs related to the Rights Issue. Upon full exercise of all warrants of series TO 2 from the Rights Issue, at the determined subscription price of SEK 0.42, the Company is expected to raise additional proceeds of approximately SEK 46 million before deduction of costs related to the warrants.
The last day of trading in paid subscribed units (Sw. BTU) is expected to 27 May 2024. Thereafter, paid subscribed units will be converted into shares and warrants of series TO 2. First day of trading shares and warrants of series TO 2 issued through the Rights Issue is expected to 31 May 2024.
Number of shares and share capital
Following registration of the Rights Issue with the Swedish Companies Registration Office (Swe. Bolagsverket), the Company's share capital will increase by SEK 1,087,863.40 through issuance of 21,757,268 new shares. The number of shares thereby increases from 119,831,437 to 141,588,705. Shareholders who have not participated in the Rights Issue will be diluted by approximately 15.4 percent. In case all warrants of series TO 2 are exercised to subscribe for shares, the number of shares will further increase by 108,786,340 to 250,375,045 shares and the share capital will further increase by a maximum of SEK 5,439,317.00 resulting in an additional dilution effect of approximately 43.4 percent.
Notice of allotment
Those who have subscribed for Units without the support of unit rights will be allocated units in accordance with the principles set out in the prospectus published by the Company on 19 April 2024. Notice of allotment is provided by means of a contract note, which is distributed to each subscriber. Units shall be paid for in accordance with the instructions on the contract note. Nominee registered shareholders receive notice of allotment in accordance with the procedures of the respective nominee. Only those who will receive allotment will be informed.
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
The information was submitted for publication, through the agency of the contact persons set out above, at 13.00 CEST on 10 May 2024.
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Any acquisition of Units in SciBase in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 19 April 2024.
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, 2 May 2024, is the last day of trading in unit rights in SciBase Holding AB (publ) ("SciBase" or the "Company") rights issue of units of up to approximately SEK 15 million (the "Rights Issue"). The Rights Issue was resolved by the Board of Directors in SciBase on 5 April 2024, pursuant to the authorisation granted by the Annual General Meeting held on 17 May 2023.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Summary of the Rights Issue
Upon full subscription in the Rights Issue, SciBase will receive issue proceeds of approximately SEK 15 million before deduction of transaction costs.
For each share held in the Company on the record date, 19 April 2024, the holder received one (1) unit right. Ten (10) unit rights entitle the holder to subscribe for three (3) units. One (1) unit consists of one (1) new share and five (5) warrants of series TO 2.
The subscription price is set to SEK 0.42 per unit, corresponding to SEK 0.42 per share. The warrants of series TO 2 are issued free of charge.
If the Rights Issue is fully subscribed and upon full exercise of warrants of series TO 2, the Company is expected to raise up to an additional amount of approximately SEK 75 million, before deduction of transaction costs.
The shareholder Morningside Group AB and Members of the Board of Directors and management have undertaken to subscribe for units representing approximately 16.6 percent of the Rights Issue. The subscription commitments are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
The record date for the Rights Issue was 19 April 2024 and the subscription period in the Rights Issue is from and including 23 April 2024 until and including 7 May 2024.
Warrants of series TO 2 can be exercised for subscription of shares to a subscription price of SEK 0.42 per share from and including 3 April 2029 until and including 17 April 2029.
Prospectus Complete information regarding the Rights Issue and information about the Company can be found in the prospectus published on 19 April 2024. The prospectus is available on the Company's website (http://investors.scibase.se/en), on Vator Securities' website (www.vatorsecurities.se) and on the Swedish Financial Supervisory Authority's website (www.fi.se).
Timetable for the Rights Issue
23 April 2024 – 2 May 2024
Trading in unit rights
23 April 2024 – 7 May 2024
Subscription period
23 April 2024 – 27 May 2024
Trading in BTU
Around 10 May 2024
Announcement of the outcome of the Rights Issue
3 April 2029 – 17 April 2029
Subscription period for warrants of series TO 2
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
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. Any acquisition of units in SciBase in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 19 April 2024. 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.
STOCKHOLM, SWEDEN, - May 02, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a pioneer in skin cancer detection and prevention, and prediction in dermatology, further deepens their commitment to patients and dermatologists during US Skin Cancer Awareness Month by highlighting the importance of early detection and prevention of skin cancer and helping improve outcomes for clinicians and patients.
The entire month of May is dedicated to Skin Cancer Awareness to draw focus on the most common cancer in the United States - skin cancer. It is estimated that more than 9,500 people are diagnosed with skin cancer every day and over 200,000 people are diagnosed with melanoma every year. Melanoma is the most dangerous and lethal form of skin cancer and accounts for the vast majority of skin cancer deaths. A good portion of these skin cancers may be prevented if people were to protect their skin from the sun and tanning beds, practice healthy skin habits, and visit a dermatologists at least once a year for a full body skin exam. When detected early, skin cancer is highly curable making early detection key to survival.
"Melanoma is one of the top 10 most common cancers in the US. With melanoma, early detection is vital to improving clinical outcomes for patients. For these reasons, I am using the AI-powered Nevisense test in my clinical practice. I recently performed a Nevisense test on a mole that I was hesitant to biopsy, and the technology provided me with real-time, non-invasive data right there during that visit. I immediately integrated the Nevisense data into my biopsy decision, and detected a melanoma in situ on this patient much sooner than I would have otherwise. This technology positively impacted the clinical outcome for both my patient and for me as a clinician", said Dr. Brad Yentzer, Founder and CEO of Finger Lakes Dermatology in New York.
"Most skin cancers are curable if they are detected and treated early enough. Because of this, skin cancer education and the importance of full body skin exams by board certified dermatologists on patients at risk, are critical to early detection and survival", said Dr. Mark Kaufmann, Clinical Professor in the Department of Dermatology at the Icahn School of Medicine at Mount Sinai, and Chief Medical Officer of Advanced Dermatology and Cosmetic Surgery in Florida, and former President of The American Academy of Dermatology (2022-23).
"Early detection is key to improving patient outcomes and survival. At SciBase, our emphasis on skin cancer awareness month demonstrates how seriously we take the importance of patients having an annual full body skin exam performed by a dermatologist. We are deeply dedicated to supporting the early detection of skin cancer at its most curable stage-when it matters and can make a life-altering impact-and helping to improve outcomes for clinicians and patients", said Pia Renaudin, CEO of SciBase.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
STOCKHOLM, SWEDEN, - April 24, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of augmented intelligence-based solutions for skin disorders is pleased to announce a new partnership with Al Shirawi Healthcare solutions, a leading distributor of medical technologies across multiple specialities of aesthetics dermatology, orthopedics and medical consumables In Dubai. Through this partnership, Nevisense will now be available for patients in the United Arab Emirates (UAE).
Skin cancer is a growing problem in the UAE with official statistics suggesting that skin cancer accounts for about 14.5 per cent of cancer cases among males.
"We see the UAE as an attractive market with a passion for state-of-the-art, groundbreaking technologies. Partnering up with a well-resourced and knowledgeable ally will enable quick market access at a low investment cost. We see this as a way to increase our reach and help more people receive the best care possible." says Pia Renaudin, CEO at SciBase
"Scibase is an ideal partner as their technology fits perfectly with our goals and principles. We're dedicated to offering our customers the best tools possible to improve patient care, and Nevisense is a clear choice to help us achieve that." says Ahmed Ismail. General manager at Al Shirawi Healthcare solutions
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
Established to provide the Middle East market with advanced medical technologies across multiple specialities of aesthetics dermatology, orthopedics and medical consumables, Al Shirawi Healthcare, a part of the reputed Al Shirawi Group, provides an extensive array of turnkey solutions that combine safety with efficacy to enable healthcare providers to deliver a level of extraordinary care.
An ISO-certified company headquartered in the heart of Dubai, Al Shirawi Healthcare is powered by highly-skilled teams across Sales and specialised Marketing, Regulatory Affairs, Customer Service and Coordination, After Sales Services, Tendering, Training and Education Department as well as a Quality Control and Auditing Department, enabling it to meet and exceed client expectations through its unprecedented in-house resources and commitment to excellence.
About SciBase:
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
STOCKHOLM, SWEDEN, - April 23, 2024 - SciBase Holding AB ("SciBase") [STO: SCIB], a leading developer of augmented intelligence-based solutions for skin disorders will participate at the Redeye Medtech event.
On April 24 at CET 9.50 CEO Pia Renaudin will present the latest developments in SciBase at Redeye. The presentation is live broadcasted and can be followed at https://www.redeye.se/events/974326/redeye-theme-medtech-2 where the replay and the presentations will be available afterwards.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
Today, 23 April 2024, the subscription period in SciBase Holding AB (publ) ("SciBase" or the "Company") rights issue of units of up to approximately SEK 15 million commences (the "Rights Issue"). The Rights Issue was resolved by the Board of Directors in SciBase on 5 April 2024, pursuant to the authorisation granted by the Annual General Meeting held on 17 May 2023.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Summary of the Rights Issue
Upon full subscription in the Rights Issue, SciBase will receive issue proceeds of approximately SEK 15 million before deduction of transaction costs.
For each share held in the Company on the record date, 19 April 2024, the holder received one (1) unit right. Ten (10) unit rights entitle the holder to subscribe for three (3) units. One (1) unit consists of one (1) new share and five (5) warrants of series TO 2.
The subscription price is set to SEK 0.42 per unit, corresponding to SEK 0.42 per share. The warrants of series TO 2 are issued free of charge.
If the Rights Issue is fully subscribed and upon full exercise of warrants of series TO 2, the Company is expected to raise up to an additional amount of approximately SEK 75 million, before deduction of transaction costs.
The shareholder Morningside Group AB and Members of the Board of Directors and management have undertaken to subscribe for units representing approximately 16.6 percent of the Rights Issue. The subscription commitments are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
The record date for the Rights Issue was 19 April 2024 and the subscription period in the Rights Issue is from and including 23 April 2024 until and including 7 May 2024.
Warrants of series TO 2 can be exercised for subscription of shares to a subscription price of SEK 0.42 per share from and including 3 April 2029 until and including 17 April 2029.
Prospectus Complete information regarding the Rights Issue and information about the Company can be found in the prospectus published on 19 April 2024. The prospectus is available on the Company's website (http://investors.scibase.se/en), on Vator Securities' website (www.vatorsecurities.se) and on the Swedish Financial Supervisory Authority's website (www.fi.se).
Timetable for the Rights Issue
23 April 2024 – 2 May 2024
Trading in unit rights
23 April 2024 – 7 May 2024
Subscription period
23 April 2024 – 27 May 2024
Trading in BTU
Around 10 May 2024
Announcement of the outcome of the Rights Issue
3 April 2029 – 17 April 2029
Subscription period for warrants of series TO 2
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
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. Any acquisition of units in SciBase in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 19 April 2024. 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.
On 5 April 2024, SciBase Holding AB (publ) ("SciBase" or the "Company") announced that the Board of Directors, with the support of the authorization granted by the annual general meeting held on 17 May 2023, had resolved on a rights issue of units, consisting of new shares and warrants of series TO 2, of approximately SEK 15 million (the "Rights Issue). Today, SciBase announces that the prospectus relating to the Rights Issue (the "Prospectus") has been approved by the Swedish Financial Supervisory Authority (the "SFSA") and has been made available on the Company's webpage, https://investors.scibase.se/en/share/prospectus-regarding-shares, together with other information related to the Rights Issue. The Prospectus will also be made available on Vator Securities' webpage, www.vatorsecurities.se , and at the SFAS's webpage, www.fi.se.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Timetable for the Rights Issue
19 April 2024
Record date to receive unit rights
23 April 2024 – 2 May 2024
Trading in unit rights
23 April 2024 – 7 May 2024
Subscription period
23 April 2024 – 27 May 2024
Trading in BTU
Around 10 May 2024
Announcement of the outcome of the Rights Issue
3 April 2029 – 17 April 2029
Subscription period for warrants of series TO 2
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.
For additional information, please contact: Pia Renaudin, VD, tel. +46732069802, e-mail: [email protected]
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/en/pressreleases
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. Any acquisition of units in SciBase in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 19 April 2024.
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.
