Share capital and ownership structure
The Company’s shares have been issued in accordance with Swedish law and are held in electronic form in accounts at Euroclear, with address Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. Euroclear also maintains the Company’s share register. The Company’s shares are denominated in SEK. In accordance with the Articles of Association, the Company’s share capital shall amount to not less than SEK 16,914,781:65 and not more than SEK 67,659,126:60, distributed between at least 338,295,633 and at most 1,353,182,532 shares. The Company has only issued one class of shares. The ISIN-code for the Company’s shares is SE0007045414.
The registered share capital of SciBase Holding AB after in August 2025 performed shareissue amounted to SEK 20,709,129:65 divided between 414,182,583 shares, each with a quota value of SEK 0.05.
The board of directors of SciBase Holding AB (publ) resolved in November 2024 on a capital raise consisting of both a new issue of so called units, consisting of shares and warrants of series TO 2, with deviation from the existing shareholders' preferential rights, of approximately SEK 22.5 million, and a new rights issue of so called units, consisting of shares and warrants of series TO 2, with preferential rights for the Company's existing shareholders of approximately SEK 59.3 million (the "Rights Issue"). A unit in the Directed Issue and the Rights Issue consists of three (3) shares and three (3) warrants of series TO 3 in the Company. The share issues were approved by an extra general meeting held on December 13, 2024. The issues were completed in January 2025 and in the directed issue, 16,669,624 units were subscribed for, consisting of 50,008,872 shares and 50,008,872 warrants of series TO 3. In the rights issue 22,674,031 units were subscribed for, consisting of 68,748,357 shares and 68,748,357 warrants of series TO 3. After the new issues carried out in January 2025, the number of shares issued in the company is 338,295,633.
On 16 June 2025, pursuant to the authorisation granted by the annual general meeting held on 13 June 2024, the board of directors resolved on a Directed Issue I. Through the Directed Issue I, SciBase received proceeds of approximately SEK 19 million before deduction of issue costs through the issuance of 47,886,950 new shares. Castle Biosciences subscribed for all shares in the Directed Issue I.
On June 23, 2025 the Board, pursuant to the authorisation granted by the annual general meeting held on 17 June 2025, resolved on a Directed Issue II of approximately SEK 11 million to the existing shareholders Haga Gruppen Holding AB, Life Science Invest Fund 1 ApS and Ribbskottet AB, on otherwise the same terms and conditions as in the Directed Issue I. Through the Directed Issue II, a maximum of 28,000,000 new shares may be issued. The subscription price in the Directed Issues (I + II) amounted to SEK 0.40 per share, which corresponds to the volume-weighted average price of the Company's share during the 30 trading days up until 13 June 2025 and a premium of approximately 7 per cent in relation to the closing price of the Company's share on 16 June 2025.
Warrants and convertible debentures
The Company has currently two outstanding warrant programs, series TO 2 and series TO 3. There are no outstanding convertible debentures in the Company.
Warrants of series TO 2.
After the new share issues carried out in May 2024, the company has 498,534,835 outstanding warrants of series TO 2. One (1) Warrant entitles the holder thereof to subscribe for one (1) new share in the Company at a Strike Price of SEK 0.42. Subscription of shares through the exercise of Warrants shall take place from and including 3 April 2029 up to and including 17 April 2029.
Warrants series TO 3:
After the new share issues carried out in January 2025, the company has 118,757,229 outstanding warrants of series TO 3. One (1) Warrant entitles the holder thereof to subscribe for one (1) new share in the Company at a Strike Price corresponding 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 10 November 2025 to 21 November 2025, however, no less than SEK 0.45 and no more than SEK 0.75 per share. Subscription of shares through the exercise of Warrants shall take place from and including 24 November 2025 up to and including 5 December 2025.
Authorizations
The Annual General Meeting held on June 17, 2025 authorized the board of directors to increase the share capital through issuance of new shares, warrants and/or convertible debentures. 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 30 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s).
Dividend policy
The Company has not adopted an explicit dividend policy. Any dividends are to be determined by the General Meeting following a proposal by the Board. Entitlement to dividends accrues to those who on the record date set by the General Meeting are included in the share register maintained by Euroclear. All shares in the Company convey entitlement to dividends, and there are no special restrictions for shareholders domiciled outside of Sweden to be paid dividends. Any dividend payments are arranged by Euroclear or, for nominee-registered shares, in accordance with the procedures of the relevant nominee. If a shareholder cannot be reached through Euroclear to receive dividends, the shareholder’s claim on the Company for the dividend amount remains and is limited only by statutes of limitation.
In the event that the limitation is exceeded, the dividend accrues to the Company. Historically, no dividends have been paid by the Company and no proposals on dividends to shareholders will be submitted until long-term profitability has been achieved. For the financial year 2023, no dividends have been proposed.
Incentive programs
During 2021 the Company implemented a bonus program for employees. The Group has no outstanding warrants. The Board considers it as important and positive if the employees’ ownership in the company increases. The Board has evaluated different incentive programs and following this decided to implement a normal bonus program. The goals are set by the board and normally consist of turnover goals and other strategic goals. After the end of the year, it is then assessed how well the goals have been met. However, the purpose of the program is to increase the employees’ ownership in the company. The board sees increased ownership by the employees as positive as it increases the employees’ incentive for the company to succeed through, for example, increased sales and thereby creating increased shareholder value. Thus, if the employee undertakes to buy shares over the market and enter into a lockup agreement (12-months), the bonus is increased by 4 times the cash bonus. The program has a maximum ceiling (including social security fees etc of SEK 3 million). For 2024 the total cost for the program was approximately MSEK 1.6 (1.1), The outcome of the program is dependent upon reaching the set targets.
Trading on Nasdaq First North
The shares of SciBase Holding AB were accepted for trading on Nasdaq First North Growth Market from June 2, 2015.
Certified Advisor
DNB Carnegie Investment Bank AB (publ), Email: [email protected]. Tel: +46 (0)73 856 42 65
Development of the share capital
|
Year |
Event |
Change in number of shares |
Total no. of shares |
Par value (SEK) |
Share capital after increase (SEK) |
|
2009 |
New share issue |
500,000 |
1,405,076 |
0.11 |
155,243.98 |
|
2009 |
New share issue |
300,000 |
1,705,076 |
0.11 |
188,390.37 |
|
2010 |
Offset issue |
306,497 |
2,011,573 |
0.11 |
222,254.60 |
|
2010 |
Offset issue |
74,850 |
2,086,423 |
0.11 |
230,524.62 |
|
2010 |
Offset issue |
730,462 |
2,816,885 |
0.11 |
311,231.87 |
|
2013 |
Offset issue |
158,315 |
2,975,200 |
0.11 |
328,723.77 |
|
2013 |
Offset issue |
84,189,761 |
87,164,961 |
0.11 |
9,630,678.54 |
|
2013 |
Equalizing issue |
16,630,428 |
103,795,389 |
0.11 |
11,468,140.57 |
|
2013 |
New share issue |
29,777,590 |
133,572,979 |
0.11 |
14,758,205.68 |
|
2013 |
New share issue |
17,866,544 |
151,439,523 |
0.11 |
16,732,243.65 |
|
2014 |
New share issue |
47,644,144 |
199,083,667 |
0.11 |
21,998,252.83 |
|
2014 |
Offset issue |
252,263 |
199,335,930 |
0.11 |
22,026,124.86 |
|
2014 |
Equalizing issue |
54,804 |
199,390,734 |
0.11 |
22,032,180.04 |
|
2015 |
Reserve share split (1:40) |
194,405,966 |
4,984,768 |
4.42 |
22,032,180.04 |
|
2015 |
Reduction of share capital |
– |
4,984,768 |
3.70 |
18,443,641.60 |
|
2015 |
New share issue |
3,300,00 |
8,284,768 |
3.70 |
30,653,641.60 |
|
2017 |
New share issue |
8,333,333 |
16,618,101 |
3.70 |
61,486,973.70 |
|
2020 |
Reduction of share capital |
|
16,816,101 |
0.05 |
830,905:05 |
|
2020 |
New share issue of units (share + warrant) |
19,941,721 |
36,559,822 |
0.05 |
1,827,991:10 |
|
2020 |
New share issue – subscription of warrants |
18,220,264 |
54,780,086 |
0.05 |
2,739,004:30 |
|
2021 |
New share issue |
13,456,021 |
68,236,107 |
0.05 |
3,411,805:35 |
|
2021 |
New share issue |
239,000 |
68,475,107 |
0.05 |
3,423,755:35 |
|
2023 |
New share issue |
51,356,330 |
119,831,437 |
0.05 |
5,991,571:85 |
|
2024 |
Rights offering |
21,757,268 |
141,588,705 |
0,05 |
7,079,435:25 |
|
2024 |
Directed issue |
77,949,699 |
219,538,404 |
0,05 |
10,976,920:20 |
|
Jan 2025 |
Directed issue |
50,008,872 |
269,547,276 |
0,05 |
13,477,363:80 |
|
Jan 2025 |
Rights offering |
68,748,357 |
338,295,633 |
0,05 |
16,914,781:65 |
|
July 2025 |
Directed issue |
28,000,000 |
366,295,633 |
0,05 |
18,314,781:65 |
|
Aug 2025 |
Directed issue |
47,886,950 |
414,182,583 |
0,05 |
20,709,129:15 |