SciBase publishes prospectus
SciBase Holding AB (“SciBase” or the “Company”) announced on November 12, 2024 that the Board of Directors has resolved, subject to the subsequent approval of the Extra General Meeting, to carry out a capital raise of a total of approximately SEK 81.8 million through the issuance of so-called units (the “Capital Raise”). One (1) unit consists of three (3) shares and three (3) warrants of series TO 3 (“Unit”). The Capital Raise consists of a directed share issue of Units, with deviation from existing shareholders’ preferential rights, of approximately SEK 22.5 million (the “Directed Issue”), and a rights issue of Units with preferential rights for existing shareholders of approximately SEK 59.3 million (the “Rights Issue”). The Board of Directors' resolution to carry out the Capital Raise was approved at the Extraordinary General Meeting on December 13, 2024. An EU Growth Prospectus (Swe. EU-Tillväxtprospekt), prepared in connection with the Rights Issue (the "Prospectus"), has today, December 20, 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus is available on the SciBase website (https://investors.scibase.se/en/mid-disclaimer/107/83) and Carnegie's website (www.carnegie.se).
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
Publication of the Prospectus
The Prospectus that SciBase has prepared in connection with the Rights Issue has today, December 20, 2024, been approved by the Swedish Financial Supervisory Authority. The Prospectus, containing the full terms and conditions of the Rights Issue, and application forms can be obtained from SciBase and Carnegie and are available on SciBase website (https://investors.scibase.se/en/mid-disclaimer/107/83) and on Carnegie's website (www.carnegie.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).
For further information about the Rights Issue, investors are referred to the Prospectus.
Timetable for the Rights Issue
| December 20, 2024 | Record date for participation in the Rights Issue |
| December 27 – January 8, 2025 | Trading in unit rights |
| December 27 – January 13, 2025 | Subscription period |
| December 27 – January 27, 2025 | Trading in BTU (paid subscribed Units) |
| January 14, 2025 | Estimated date for publication of the outcome of the Rights Issue |
Advisors
SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Capital Raising.
For additional information, please contact:
Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
About SciBase
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: https://investors.scibase.se/en/releases.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, https://investors.scibase.se/en/mid-disclaimer/107/83.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.