Bulletin from the extraordinary general meeting in SciBase Holding AB (publ)
Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) ("SciBase" or the "Company"). The general meeting resolved in accordance with the proposals presented in the notice to convene the meeting (which is available on the Company's website (www.scibase.com)):
Amendment of the articles of association
The general meeting resolved, in accordance with the board of directors' proposal, to amend §§ 4-5 of the articles of association, entailing that the articles of association shall be amended so that the Company's share capital shall be not less than SEK 16,440,000 and not more than SEK 65,760,000 and that the number of shares in the Company shall be not less than 328,800,000 and not more than 1,315,200,000,
Rights issue
The extraordinary general meeting resolved, in accordance with the board of directors' proposal, to approve the board of directors' resolution taken on 12 November 2024 to carry out a new issue of units with preferential rights for existing shareholders. The right to subscribe for units is granted to those who are registered as shareholders in the Company on the record date as of 20 December 2024. Each shareholder receives one (1) unit right per share held. Five (5) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3. The subscription price for each unit is SEK 1.35, which corresponds to a subscription price per share of SEK 0.45. The warrants are issued free of charge. Subscription of units with the support of unit rights shall be made during the period from and including 27 December 2024 up to and including 13 January 2025.
One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting 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 and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.
Through the rights issue, a maximum of 131,723,040 shares may be issued, entailing an increase in the share capital of a maximum of SEK 6,586,152 and a maximum of 131,723,040 warrants of series TO 3, entitling to subscription of a total of 131,723,040 shares in the Company, whereby the share capital may increase by an additional SEK 6,586,152 in the event that all warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 13,172,304.
Directed issue
The general meeting resolved, in accordance with the board of directors' proposal, to approve the resolution taken by the board of directors on 12 November 2024, on a new issue of a maximum of 16,669,624 units to Maria Anderkvist, Praktikerinvest AB, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Klimage AB, MLJK Konsult AB och Irene Kotschy. The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. Warrants of series TO 3 are issued free of charge.
One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting 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 and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.
The issue results in an increase in the number of shares in the Company of a maximum of 50,008,872 shares, entailing a maximum increase of the share capital of SEK 2,500,443.60, and a new issue of a maximum of 50,008,872 warrants of series TO 3 entitling to subscription of 50,008,872 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 2,500,443.60 if all issued warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 5,000,887.20.
For additional information, please contact:
Pia Renaudin, VD, tel. +46 732 069 802, e-mail: pia.renaudin@scibase.com
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Tel: +46 (0)73 856 42 65
Email: certifiedadviser@carnegie.se
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