SciBase announces outcome in rights issue of units
The Board of Directors in SciBase Holding AB (publ) ("SciBase" or the "Company") today announces the outcome in the rights issue of so called units, consisting of shares and warrants of series TO 2 ("Units"), with preferential rights for the Company's existing shareholders of approximately SEK 15 million which was resolved upon by the Board of Directors on 5 April 2024 by virtue of the authorization from the annual general meeting on 17 May 2023 (the "Rights Issue"). The subscription price in the Rights Issue was SEK 0.42 per Unit, corresponding to SEK 0.42 per share. The warrants of series TO 2 are issued free of charge. The subscription period in the Rights Issue ended on 7 May 2024. 13,264,074 Units were subscribed for with support of unit rights, corresponding to approximately 37 percent of the Rights Issue. 8,493,194 Units, corresponding to approximately 24 percent of the Rights Issue, have been allotted to persons who have subscribed for Units without support of unit rights. In total, 21,757,268 Units were subscribed for in the Rights Issue, corresponding to approximately 61 percent of the Rights Issue. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 9 million before deduction of transaction costs. If all warrants of series TO 2 issued in the Rights Issue are exercised for subscription of shares the Company will receive additional proceeds of approximately SEK 46 million before deduction of 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.
"I am grateful for the support we have from our existing owners and also welcome our new owners to SciBase. We are in a very interesting position as we now can continue to deliver on our strategy. With our profitable growth in Germany as a base and our significant progress in the US, we are now well positioned to establish Nevisense as the new standard of care and contribute to saving lives. The US is developing according to our plans and in recent quarters we have gained several new customers who have already started using Nevisense. I look with confidence on our continued development”, says Pia Renaudin, CEO of SciBase.
Outcome in the Rights Issue
The Rights Issue was comprised of 35,949,429 Units, of which 13,264,074 Units, corresponding to approximately 37 percent of the Rights Issue, have been subscribed for with support of unit rights. Additionally, 8,493,194 Units have been subscribed for without support of unit rights, corresponding to approximately 24 percent of the Rights Issue. Consequently, the Rights Issue was subscribed to approximately 61 percent with and without support of unit rights. The Rights Issue will provide the Company with proceeds of approximately SEK 9 million before deduction of costs related to the Rights Issue. Upon full exercise of all warrants of series TO 2 from the Rights Issue, at the determined subscription price of SEK 0.42, the Company is expected to raise additional proceeds of approximately SEK 46 million before deduction of costs related to the warrants.
The last day of trading in paid subscribed units (Sw. BTU) is expected to 27 May 2024. Thereafter, paid subscribed units will be converted into shares and warrants of series TO 2. First day of trading shares and warrants of series TO 2 issued through the Rights Issue is expected to 31 May 2024.
Number of shares and share capital
Following registration of the Rights Issue with the Swedish Companies Registration Office (Swe. Bolagsverket), the Company's share capital will increase by SEK 1,087,863.40 through issuance of 21,757,268 new shares. The number of shares thereby increases from 119,831,437 to 141,588,705. Shareholders who have not participated in the Rights Issue will be diluted by approximately 15.4 percent. In case all warrants of series TO 2 are exercised to subscribe for shares, the number of shares will further increase by 108,786,340 to 250,375,045 shares and the share capital will further increase by a maximum of SEK 5,439,317.00 resulting in an additional dilution effect of approximately 43.4 percent.
Notice of allotment
Those who have subscribed for Units without the support of unit rights will be allocated units in accordance with the principles set out in the prospectus published by the Company on 19 April 2024. Notice of allotment is provided by means of a contract note, which is distributed to each subscriber. Units shall be paid for in accordance with the instructions on the contract note. Nominee registered shareholders receive notice of allotment in accordance with the procedures of the respective nominee. Only those who will receive allotment will be informed.
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.
For additional information, please contact:
Pia Renaudin, VD, tel. +46732069802, e-mail: pia.renaudin@scibase.com
The information was submitted for publication, through the agency of the contact persons set out above, at 13.00 CEST on 10 May 2024.
Certified Advisor (CA):
Vator Securities
Tel: +46 8 580 065 99
Email: ca@vatorsec.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
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. Any acquisition of Units in SciBase in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 19 April 2024.
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.
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