SciBase publishes information document regarding the offer to repurchase outstanding warrants of series TO 2

STOCKHOLM, Dec. 5, 2025 /PRNewswire/ -- SciBase Holding AB (publ) ("SciBase" or the "Company") publishes an information document in connection with the offer to repurchase all outstanding warrants of series TO 2 in SciBase (the "TO 2 Offer"), which was announced by SciBase on 7 November 2025. The information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company's website and will also be available on Bergs Securities AB's ("Bergs Securities") website https://www.bergssecurities.se/. 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA 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 FOR FURTHER INFORMATION.

In connection with the TO 2 Offer, the Company has prepared an information document in accordance with Article 1(4)(db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"). The information document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document has been prepared in both Swedish and English. In the event of a conflict between the versions, the Swedish version shall prevail.

SciBase today announces that the information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company's website, http://www.scibase.com/, and will also be available on Bergs Securities' website, https://www.bergssecurities.se/.

Acceptance forms will be available on the Company's website and will also be available on Bergs Securities' website, https://www.bergssecurities.se/.

Timeline for the TO 2 Offer

Advisors

SciBase has engaged Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the TO2 Offer.

For more information, please contact:
Jesper Høiland, Chairman of the board, phone +45 612 207 30
Michael Colérus, CFO, phone +46 70 341 34 72

Certified Advisor (CA):
DNB Carnegie Investment Bank AB (publ) Phone: +46 8 588 68 570, E-mail: [email protected]

About SciBase:

SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops, manufactures, and commercializes Nevisense, a unique point-of-care platform that combines AI 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 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases

Important information:

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.

The availability of the TO 2 Offer to holders who are not resident Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not resident in Sweden should inform themselves about and observe any applicable legal and regulatory requirements.

This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SciBase in any jurisdiction, neither from SciBase nor from anyone else. This press release is not a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the TO 2 Offer. The Company has prepared and published an information document in the form prescribed in Annex IX to the Prospectus Regulation. The information document will be available on the Company's website (https://investors.scibase.se).

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for the purpose of describing the background to the TO 2 Offer, respectively, only and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

The TO 2 Offer relates to securities in a non-US company and is subject to the disclosure requirements, rules and practices applicable to companies listed in Sweden, which differ from those of the United States in certain material respects. The TO 2 Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act of 1934, as amended (the "Exchange Act"). The TO 2 Offer will be made solely to qualifying US holders in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable and subject to any exemptions or relief therefrom. Certain provisions of Regulation 14E under the Exchange Act are not applicable to the TO 2 Offer by virtue of the Tier II exemptions provided by Rule 14d-1(d) under the Exchange Act.

The Company considers that it conducts activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must be notified to the ISP prior to its realization. An investment may be notifiable if (i) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, after the investment is made, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total voting rights in the Company, (ii) the investor acquires the Company through the investment and the investor any member of its ownership structure or any person on whose behalf the investor is acting, directly or indirectly, would hold 10 percent or more of the total voting rights in the Company; and iii) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, would acquire through the investment a direct or indirect influence in the management of the Company. An administrative fine may be imposed on the investor if a notifiable investment is made before the ISP has either (i) resolved to leave the notification without action or (ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the TO 2 Offer for the individual shareholder.

Forward-looking statements

Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not refer to historical facts and events, as well as statements that refer to the future and for example contain expressions such as "anticipates", "intends", "may', "will", "should", "estimates", "believes", "may", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results of operations, financial condition, cash flows, plans and expectations of the Company's business and management, future growth and profitability and the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting principles, accounting methods and tax policies), which individually or in the aggregate could be material to the Company's results of operations or its ability to operate its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and may be beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in such forward-looking statements. Accordingly, prospective investors should not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the information documents that include a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release is valid only as of the date of this press release and is subject to change without notice.

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https://news.cision.com/scibase/r/scibase-publishes-information-document-regarding-the-offer-to-repurchase-outstanding-warrants-of-ser,c4277927

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