SciBase announces outcome of rights issue of shares

STOCKHOLM, March 24, 2023 /PRNewswire/ -- The board of directors of SciBase Holding AB (publ) ("SciBase" or the "Company") today announces the outcome of the fully guaranteed rights issue of shares with preferential rights for SciBase's shareholders (the "Rights Issue") which was resolved upon by the board of directors on 13 February 2023 by virtue of the authorization from the annual general meeting on 18 May 2022. In total, 26,182,918 shares were subscribed for with support of subscription rights, corresponding to approximately 51 percent of the Rights Issue. 12,705,290 shares, corresponding to approximately 25 percent of the Rights Issue, have been allotted to persons who have subscribed for shares without support of subscription rights. Therefore, the issue guarantors are allotted approximately 24 percent of the Rights Issue. SciBase will receive approximately SEK 79.6 million before deduction for 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.

"We are very happy with the subscription outcome, especially given the current challenging market environment. It is especially pleasing to see that the major shareholders have increased their ownership level. As a company we are at an interesting phase in our development, with many positive things happening and a busy year ahead of us. This funding will enable us to accelerate our activities, especially when it comes to our US sales and marketing and our barrier development", says Simon Grant CEO of SciBase.

In the Rights Issue, 51,356,330 shares are issued. Allotment of shares subscribed for without support of subscription rights as part of the Rights Issue has been made in accordance with the principles which are included in the prospectus that the Company published on 2 March 2023. Notice of the allotment is provided by means of a contract note, which is distributed to each subscriber. Shares shall be paid for in accordance with the instructions on the contract note. Nominee registered shareholders receive notice of the allotment in accordance with the procedures of the respective nominee. Only those who will receive allotment will be informed. 

Following registration of the Rights Issue with the Swedish Companies Registration Office, the Company's share capital will increase by SEK 2,567,816.5 to a total of SEK 5,991,571.85. The number of shares in the Company will increase by 51,356,330 to a total of 119,831,437. This entails a dilution effect of approximately 42.9 percent. Trading in paid subscribed shares (BTAs) takes place on Nasdaq First North Growth Market up to approximately two banking days after the registration of the Rights Issue with the Swedish Companies Registration Office. Registration of the Rights Issue is estimated to take place around week 14 2023. Thereafter, BTA will be converted into shares.

A guarantee commission will be paid for the issue guarantees, of 11 percent of the guaranteed amount in cash consideration, or alternatively 13 percent of the guaranteed amount in the form of newly issued shares in the Company. The subscription price for shares that are issued as guarantee commission will amount to the volume-weighted average price (VWAP) of the Company's share on Nasdaq First North Growth Market during the subscription period for the Rights Issue (i.e. during the period 7 March - 21 March 2023), however not lower than the subscription price in the Rights Issue. Thus, the subscription price for any shares issued as guarantee commission will amount to SEK 1,55 per share. In the event that guarantors choose to receive guarantee commission in the form of newly issued shares, this will be announced by the Company through a separate press release.

Advisors

Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.

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 regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority on 2 March 2023 and is kept available at, inter alia, SciBase's website.

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.

For additional information, please contact:

Simon Grant, CEO, telephone: +46 72 887 43 99, e-mail: simon.grant@scibase.com

Certified Advisor: Vator Securities, telephone: +46 8 580 065 99, e-mail: ca@vatorsec.se

This information was submitted for publication, through the agency of the contact persons set out above, at 8.00 p.m. CET on March 23, 2023.

About SciBase and Nevisense

SciBase is a global medical technology company headquartered in Stockholm, Sweden, that has developed a unique point of care platform for the non-invasive detection of skin cancer and other skin conditions. SciBase is a pioneer within augmented intelligence, combining artificial intelligence with Electrical Impedance Spectroscopy (EIS) to provide objective information that assists dermatologists and others in clinical decision-making. SciBase's products include Nevisense and Nevisense Go and to date the platform addresses the areas of melanoma detection, non-melanoma skin cancer detection and skin barrier assessment. Nevisense is the only FDA-approved device for the detection of melanoma and the only MDR-approved technology for skin cancer detection in Europe. SciBase's technology is based on more than 20 years of academic research at the Karolinska Institute in Stockholm, Sweden. For more information please visit www.scibase.com.  All press-releases and financial reports can be found here : http://investors.scibase.se/en/pressreleases.

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