SciBase decides on a directed issue of approximately SEK 22.5 million and a rights issue of up to approximately SEK 59.3 million

The Board of Directors of SciBase Holding AB (publ) (“SciBase” or the “Company”) has today decided to carry out a capital raise totaling approximately SEK 81.8 million (the “Capital Raise”). The Capital Raise consists of a directed issue of so-called units, consisting of shares and warrants of series TO 3, deviating from existing shareholders’ preferential rights, of approximately SEK 22.5 million to Maria Anderkvist, Praktikerinvest Aktiebolag, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Irene Kotschy, Klimage AB and MLJK Konsult AB (the “Directed Issue”), and a rights issue of so-called units, consisting of shares and warrants of series TO 3, with preferential rights for 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 Company has received subscription commitments, guarantee commitments and declarations of intent to subscribe for units totaling approximately SEK 29.9 million within the framework of the Rights Issue, corresponding to approximately 50.4 percent of the Rights Issue. The Capital Raise is conditional upon subsequent approval by an extraordinary general meeting to be held on December 13, 2024. Notice of the extraordinary general meeting will be announced through a separate press release.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

“Our existing owners together with the new participating in the directed issue now secure our financial position. We think it is a statement of strength to be able to bring in new long-term owners in this market climate without a discount to market. We are in an expansive phase with a strong focus on the US market where we see strong growth and high interest among clinics, and where Nevisense has recently been recognized and supported by leading doctors for its ability to significantly improve the doctor’s diagnostic assessment. We welcome both our existing and new investors to participate this capital raise and join us in our endeavor to improve cancer diagnostics and minimize the number of patients who do not receive their cancer diagnosis in time,” says Pia Renaudin, CEO of SciBase

Summary of the Rights Issue

• The subscription price is set at SEK 1.35 per unit, corresponding to SEK 0.45 per share, equivalent to the closing price of the Company’s share on Nasdaq First Nort Growth Market on November 11, 2024. The warrants of series TO 3 are issued free of charge. All existing shareholders receive one (1) unit right for each share owned on the record date of December 20, 2024. Five (5) unit rights entitle to subscription for one (1) unit. One (1) unit consists of three (3) newly issued shares and three (3) warrants of series TO 3.
• If the Rights Issue is fully subscribed and all warrants of series TO 3 are exercised for subscription of shares, SciBase will receive additional issue proceeds of at least approximately SEK 59.3 million before deduction of issue costs.
• Existing shareholders and members of the Company’s board and management have provided subscription commitments and declarations of intent to subscribe for units corresponding to approximately 38.6 percent of the Rights Issue. In addition, the Rights Issue is covered by external guarantee commitments from Life Science Invest Fund 1 ApS and Exelity AB (publ) up to 50.4 percent.
• The record date for the Rights Issue is December 20, 2024, and the subscription period is expected to run from December 27, 2024, to January 13, 2025.
• The exercise of warrants of series TO 3 shall take place during the period from November 24, 2025, to December 5, 2025. The subscription price when exercising the warrants of series TO 3 will be determined as 80 percent of the volume-weighted average price of the Company's shares on Nasdaq First North Growth Market during the measurement period from November 10, 2025, to November 21, 2025, however, no less than SEK 0.45 and no more than SEK 0.75 per share.
• The Board’s decision on the Rights Issue is conditional upon approval by an extraordinary general meeting to be held on December 13, 2024.

Summary of the Directed Issue

• The Directed Issue comprises a total of 16,669,624 units at a subscription price of SEK 1.35 per unit, corresponding to SEK 0.45 per share. Warrants of series TO 3 are issued free of charge.
• One unit consists of three (3) shares and three (3) warrants of series TO 3 in the Company.
• Through the Directed Issue, SciBase will receive issue proceeds of approximately SEK 22.5 million before issue costs.
• Maria Anderkvist, Praktikerinvest Aktiebolag, Victor Anderkvist, Haga Gruppen Holding AB, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb and Irene Kotschy will subscribe for units in the Directed Issue for an amount of approximately SEK 21.4 million.
• The existing shareholders Kåre Gilstring, Klimage AB and MLJK Konsult AB will subscribe for units in the Directed Issue corresponding to an amount of approximately SEK 1.1 million.
• If all warrants of series TO 3 issued in the Directed Issue are exercised for subscription of shares, SciBase will receive additional issue proceeds of at least approximately SEK 22.5 million before deduction of issue costs.
• The Board’s decision on the Directed Issue is conditional upon approval by an extraordinary general meeting to be held on December 13, 2024.

Motive for the Rights Issue

SciBase is a medical technology company specializing in early detection and prevention in dermatology through the commercialization of Nevisense. Nevisense is a patient-centric platform that combines AI (artificial intelligence) and advanced EIS technology (Electrical Impedance Spectroscopy) to increase diagnostic accuracy and thereby ensure the prevention of skin diseases. By enabling doctors to establish correct diagnoses faster, easier, and with greater accuracy, subsequent interventions in healthcare can be initiated more quickly, improving the outlook for patients with serious conditions such as skin cancer. Early detection and intervention have the potential to save lives and minimize patient suffering, as well as the possibility to streamline the healthcare chain and reduce overall healthcare costs.

SciBase has launched Nevisense in the US, which accounts for about three-quarters of the estimated market potential, and is therefore making an effort to establish Nevisense as the industry standard. As part of this, the organization in the US subsidiary has been strengthened with several new sales resources and is now represented in five regions that support and drive sales, which so far in 2024 has shown growth of approximately 177 percent. As an important part of the launch, SciBase continuously works to build strong support among leading US doctors, so-called KOLs (Key Opinion Leaders). Earlier this year, a US consensus report was published, authored by several KOLs, supporting the use of Nevisense for its ability to significantly improve the doctor’s diagnostic assessment. In addition, the Company is actively working to strengthen the reimbursement structures for Nevisense with insurers and, in the long term, to have EIS and Nevisense included in clinical guidelines.

Initially, SciBase’s main commercialization strategy in the USA is focused on skin cancer, which the Company has been operating with stable and increasing profitability in Germany for a long time. Based on the lessons the Company has learned about profitable growth, a growth strategy will be used for a limited time to reach the installed base of approximately 800-1,000 units deemed necessary for profitability at the group level (given a utilization rate of 6-7 electrodes per week per system). The installed base for profitability includes the approximately 400 systems already installed in the German market, where approximately 200 of the clinics have achieved an average utilization rate of about 6 electrodes per week. Through the profitability of the German market, SciBase plans a gradual and controlled expansion in Europe as well, where other DACH countries (Switzerland and Austria) and Sweden are prioritized. These markets will be addressed with existing resources to maximize the impact on the American market through the proceeds from the Offering. Additionally, the company will, as resources allow, also target other markets if deemed feasible without significant investments.

In the Company’s other business area, which focuses on the skin barrier, with a focus on atopic dermatitis, the Company intends to invest in further product development based on the knowledge generated in collaboration with the multiple revenue-generating research collaborations the Company has entered into. The Company’s choice to soft-launch the product within the research field means, in addition to early revenue generation, that the product can be developed in a clinical environment and through actual use, which entails significant long-term benefits in the form of shortened development time. SciBase sees great market potential in this field.

To finance the above market initiatives, the Company’s board has decided to carry out the Capital Raising. The net proceeds of SEK 77.1 million, after issuance costs amounting to approximately SEK 4.7 million, are intended to be used for the following purposes in order of priority:

• Finance commercialization and reimbursement growth in the USA, approximately 50 percent.
• Finance investments in production and product development, approximately 15 percent.
• Finance working capital for other ongoing operations, such as sales, marketing, production, and capital binding, approximately 35 percent.

In the event that all warrants of series TO 3 are exercised for subscription of shares, the Company will receive at least an additional approximately SEK 81.8 million before issuance costs, which are estimated to amount to approximately SEK 4.5 million. The additional net proceeds, upon full exercise of all warrants of series TO 3, are intended to be used for the same purposes and in the same order of priority as above.

The Rights Issue

Shareholders who are registered in the share register in SciBase on the record date on December 20, 2024, will receive one (1) unit right for each share held in the Company. Unit rights entitle the holder to subscribe for units with preferential rights. Five (5) unit rights entitle for subscription of one (1) unit. One (1) unit consists of three (3) newly issued shares and three (3) warrants of series TO 3. The subscription price is set at SEK 1.35 per unit, corresponding to SEK 0.45 per share (warrants of series TO 3 are issued free of charge), which means that SciBase will receive gross proceeds of approximately SEK 59.3 million before deduction of issuance costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to subscribe for units without the support of unit rights.

Each warrant of series TO 3 entitles the holder to subscribe for one (1) new share in the Company during the period from November 24, 2025, to December 5, 2025. The subscription price for subscription of shares with the support of warrants of series TO 3 will be determined to 80 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period commencing on November 10, 2025, and ending on November 21, 2025, however, no less than SEK 0.45 and no more than SEK 0.75 per share.

Provided that the Rights Issue is fully subscribed, the number of shares in SciBase will increase by 131,723,040, to 351,261,444, and the share capital will increase by a maximum of SEK 6,586,152.00 to SEK 17,563,072.20.

Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 37.5 percent (calculated on the total maximum number of outstanding shares in the Company after the completion of the Rights Issue), for which such shareholders will not be compensated. Their relative share of the Company’s equity will also decrease. If a shareholder chooses to sell their unused unit rights or if these unit rights are sold on the shareholder’s behalf, there is a risk that the compensation the shareholder receives for the unit rights on the market does not correspond to the economic dilution in the shareholder’s ownership in SciBase after the Rights Issue is completed.

Upon full exercise of warrants of series TO 3 issued in the Rights Issue, the Company’s share capital will increase by an additional maximum of SEK 6,586,152.00 to SEK 24,149,224.20, through the issuance of up to 131,723,040 shares. This corresponds to a dilution effect of approximately 27.3 percent of the shares and votes in the Company after considering the full subscription of shares issued in the Rights Issue.

The last day of trading in SciBase shares including the right to receive unit rights in the Rights Issue is December 18, 2024. The shares will be traded excluding the right to receive unit rights in the Rights Issue from December 19, 2024. The subscription period, with or without the support of unit rights, runs from December 27, 2024, to January 13, 2025. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from December 17, 2024, to January 8, 2025, and trading in BTU (paid subscribed unit) will take place on Nasdaq First North Growth Market from December 27, 2024 until the Rights Issue is registered with the Swedish Companies Registration Office.

In the event all Units in the Rights Issue are not subscribed for with the support of unit rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allotment of units subscribed for without the support of unit rights. In case of over-subscription, allotment shall be made in according to the following principles:

1. Firstly, allocation shall be made to those who subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in case of oversubscription, in relation to the number of unit rights that each party has exercised for the subscription of units, and, if this is not possible, by drawing lots.
2. Secondly, allocation shall be made to other subscribers who subscribed to Units without the support of unit rights, and, in case of oversubscription, in relation to the subscribed amount, and, if this is not possible, by drawing lots.
3. Thirdly, allocation of any remaining Units shall be made to guarantors in accordance with signed guarantee commitments. In the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, if this is not possible, by drawing lots.

The complete terms and instructions for the Rights Issue, as well as other information about the Company, will be provided in the prospectus that will be published in connection with the Rights Issue.

Preliminary time plan for the Rights Issue

December 13, 2024:                                                   Extraordinary General Meeting

December 18, 2024:                                                   Last trading day in the share with the right to receive unit rights

December 19, 2024:                                                   First trading day in the share without the right to receive unit rights

December 20, 2024:                                                   Record date for participation in the Rights Issue

December 20, 2024:                                                   Estimated date for the publication of the prospectus

December 27, 2024 – January 8, 2025:                   Trading in unit rights

December 27, 2024 – January 13, 2025:                Subscription period

December 27, 2024 – the Rights Issue has

been registered with the

Swedish Companies Registration Office                 Trading in BTU (Paid subscribed units)                   

January 14, 2025:                                                        Estimated date for the announcement of the final outcome of                                                               the Rights Issue

The Directed Issue

The Board of Directors has, conditional on the subsequent approval by the extraordinary general meeting, decided on a new issue of 16,669,624 units with deviation from the existing shareholders’ preferential rights. All units in the Directed Issue are issued at a subscription price of SEK 1.35 per unit, corresponding to SEK 0.45 per share (the same subscription price as in the Rights Issue). The warrants are issued free of charge. Maria Anderkvist, Praktikerinvest AB, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Irene Kotschy, Klimage AB and MLJK Konsult AB will subscribe for units in the Directed Issue for an amount of approximately SEK 21.4 million. The existing shareholders Kåre Gilstring, Klimage AB and MLJK Konsult AB will subscribe for units in the Directed Issue for an amount of approximately SEK 1.1 million. The reason for including existing shareholders among those entitled to subscribe in the Directed Issue is that these owners have expressed and shown a long-term interest in the Company, which according to the Board of Directors creates security and stability for both the Company and its shareholders. Through the Directed Issue, SciBase will receive issue proceeds of approximately SEK 22.5 million before deduction of issuance costs.

Through the Directed Issue, the number of shares in SciBase will increase by 50,008,872 shares, from a total of 351,261,444 shares (calculated on the total number of shares in the Company after the fully subscribed Rights Issue) to a total of 401,270,316. Through the Directed Issue, the share capital of the Company will increase by SEK 2,500,443.60, from SEK 17,563,072.20 (calculated on the Company’s share capital after the fully subscribed Rights Issue) to SEK 20,063,515.80. The Directed Issue entails a dilution for existing shareholders of approximately 12.5 percent of the number of shares in the Company (calculated on the total number of shares in the Company after the fully subscribed Rights Issue and Directed Issue).

In the event of full exercise of the warrants of series TO 3 issued in the Directed Issue, the number of shares will increase by an additional 50,008,872 and the share capital will increase by SEK 2,500,443.60, corresponding to a further dilution effect of approximately 11.1 percent of the total number of shares and votes in the Company (calculated on the number of shares in the Company after the fully subscribed Rights Issue and the completed Directed Issue).

The Company’s Board of Directors has made an overall assessment and carefully considered raising the necessary capital solely through a rights issue but has concluded that, for several reasons, it is advantageous for the Company and the shareholders to partially raise capital in the Capital Raising through the Directed Issue. Among other things, the Directed Issue reduces the need for guarantee commitments in the Rights Issue and thus also the underwriting compensation. The Directed Issue also strengthens the shareholder base in the Company with professional investors, which is considered positive from a long-term perspective. Since the subscription price in the Directed Issue was determined by the Board of Directors based on discussions with investors at arm’s length at a price corresponding to the closing price of the Company’s share on Nasdaq First North Growth Market on November 11, 2024, the Board of Directors’ assessment is that the subscription price in the Directed Issue reflects current market conditions and demand. Overall, the Directed Issue is considered to be in the interest of the Company and all shareholders.

The shares subscribed for and issued in the Directed Issue do not entitle to participation in the Rights Issue.

Subscription commitments, declarations of intent and guarantee commitments

The Rights Issue is covered by subscription commitments, declarations of intent to subscribe for units and guarantee commitments amounting to approximately SEK 29.9 million, corresponding to approximately 50.4 percent. The subscription commitments amount to approximately SEK 21.2 million, corresponding to approximately 35.8 percent of the Rights Issue. The guarantee commitments from Life Science Invest Fund 1 ApS and Exelity AB (publ) amount to a total of approximately SEK 7.0 million, corresponding to approximately 11.8 percent of the Rights Issue. Declarations of intent to subscribe for units from existing shareholders, senior executives and board members of SciBase amount to a total of SEK 1.6 million, corresponding to approximately 2.8 percent of the Rights Issue. For guarantee commitments, a fee of 13 percent of the guaranteed amount is paid in cash. No compensation is paid for the subscription commitments nor the declarations of intent to subscribe for units. The subscription commitments, declarations of intent to subscribe for units and guarantee commitments are not secured by bank guarantee, escrow funds, pledging, or similar arrangements.

Jan Poulsen, CEO of Life Science Invest Fund 1 ApS, says: “It is with great pleasure, we have accepted an invitation to participate as a guarantor in this financing round for SciBase, because we believe Nevisense is an exceptional product with potential to be a real game changer in dermatology with highly improved diagnostic accuracy and by enabling early detection of skin cancer. After having interviewed the management in different countries, we also have a strong belief in the quality of the management and the ability of the company to deliver growth.”    

Extraordinary general meeting

The Board of Directors' resolutions regarding the Capital Raise is subject to approval by the extraordinary general meeting and that the extraordinary general meeting resolves to amend the limits of the share capital and number of shares in the Company's articles of association. The extraordinary general meeting is intended to be held on December 13, 2024, and the notice to the extraordinary general meeting will be announced through a separate press release. Prospectus

Complete information regarding the Rights Issue and information about the Company will be provided in a prospectus expected to be published on the Company’s website on or around December 20, 2024.

Advisors

SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Capital Raising.

For additional information, please contact:

Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]

This information is information that SciBase Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:45 CET on November 12, 2024.

Certified Advisor (CA):

Carnegie Investment Bank AB (publ)

Phone: +46 (0)73 856 42 65

E-mail: [email protected]

About SciBase

SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.

Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.

Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.

The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: http://investors.scibase.se/sv/pressmeddelanden

Important information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority.

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.