SciBase announces outcome in the directed issue of units

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.

Certified Advisor (CA):

Vator Securities

Tel: +46 8 580 065 99

Email: [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 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.