SciBase resolves on a set-off issue of shares to the guarantor in connection with the completed rights issue
STOCKHOLM, Oct. 7, 2026 /PRNewswire/ -- SciBase Holding AB (publ) ("SciBase" or the "Company") has today, on 7 October 2026, resolved on a set-off issue of 60,000 shares to Bergs Securities AB ("Bergs Securities") in its capacity as guarantor in the Company's recently completed rights issue of shares (the "Rights Issue"), for part of the guarantee compensation, in accordance with the terms of the guarantee commitment announced on 3 September 2026 (the "Compensation Issue"). The resolution by the Board of Directors has been made pursuant to the authorisation granted by the Annual General Meeting on 19 May 2026. The subscription price amounts to SEK 15 per share, corresponding to the subscription price in the Rights Issue, and payment for the shares has been made by way of set-off against the part of Bergs Securities' claim, amounting to SEK 0.9 million, for guarantee compensation that they elected to receive in the form of new shares. All shares in the Compensation Issue have been subscribed for and allotted.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED UNDER SWEDISH LAW, IS PROHIBITED OR WOULD OTHERWISE BE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION, OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
Background
On 3 September 2026, the Board of Directors of SciBase resolved on the Rights Issue, the outcome of which was announced on 1 October 2026. In connection with the Rights Issue, Bergs Securities provided a guarantee commitment of approximately SEK 24.2 million. For the guarantee commitment, guarantee compensation is payable amounting to 10 percent of the guaranteed amount in cash or, alternatively, 12 percent of the guaranteed amount in newly issued shares in the Company at a subscription price corresponding to the subscription price in the Rights Issue. The guarantee compensation shall, according to the guarantee agreement, be paid in full or in part in either form.
Bergs Securities has notified the Company that it wishes to receive part of the guarantee compensation, totalling SEK 0.9 million, in the form of newly issued shares.
The Compensation Issue
In order to fulfil the Company's contractual obligation towards the guarantor, the Board of Directors has today, pursuant to the authorisation granted by the Annual General Meeting on 19 May 2026, resolved on the Compensation Issue. The subscription price amounts to SEK 15 per share, which corresponds to the subscription price in the Rights Issue. Payment for the shares is made by way of set-off against part of Bergs Securities' claim for guarantee compensation of SEK 0.9 million. All shares in the Compensation Issue have been subscribed for and allotted.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to fulfil the Company's obligation towards Bergs Securities under the guarantee agreement entered into in connection with the Rights Issue. The Board of Directors considers it to be in the interest of the Company and its shareholders that part of the guarantee compensation is paid in the form of newly issued shares rather than in cash, as the Company thereby retains cash that can be used in its operations. The terms of the guarantee compensation, including the possibility to receive the compensation in newly issued shares and the maximum number of shares that could be issued, were announced in connection with the resolution on the Rights Issue on 3 September 2026.
The subscription price in the Compensation Issue was determined through arm's length negotiations between the Company and Bergs Securities when the letter of intent regarding the guarantee commitment was entered into, and corresponds to the subscription price in the Rights Issue. Against this background, the Board of Directors considers the subscription price to be on market terms.
Number of shares, share capital and dilution
Through the Compensation Issue, the number of shares in SciBase increases by 60,000 shares, from 14,059,787 shares to 14,119,787 shares, and the share capital increases by SEK 300,000, from SEK 70,298,935 to SEK 70,598,935, calculated following registration of the Rights Issue with the Swedish Companies Registration Office. The Compensation Issue entails a dilution of approximately 0.4 percent of the number of shares and votes in the Company.
Advisers
SciBase has engaged Bergs Securities and Birchtree Advisory as financial advisers and BAHR as legal adviser in connection with the Rights Issue. Bergs Securities is also acting as issuing agent in connection with the Rights Issue.
For further information, please contact:
Michael Colérus, Chief Financial Officer, telephone +46 70 341 34 72
Certified Adviser (CA):
DNB Carnegie Investment Bank AB (publ)
Telephone: +46 8 588 68 570,
E-mail: [email protected]
About SciBase:
SciBase is a global medical technology company specialising in early detection and prevention within dermatology. SciBase develops, manufactures and commercialises Nevisense, a unique point-of-care platform that combines AI and advanced EIS technology to enhance diagnostic accuracy and ensure proactive skin health management.
Our commitment is to minimise patient suffering, enabling physicians to improve and save lives through early detection and intervention and to reduce healthcare costs.
SciBase is built on more than 20 years of research at Karolinska Institutet in Stockholm and is at the forefront of advances in dermatology.
The Company has been listed on Nasdaq First North Growth Market since 2 June 2015 and the company's Certified Adviser is Carnegie Investment Bank AB (publ). Read more at www.scibase.com. For press releases and financial reports, visit: https://investors.scibase.se.
Important information:
The publication, release or distribution of this press release may in certain jurisdictions be subject to restrictions by law, and persons in the jurisdictions in which this press release has been made public or distributed should inform themselves about, and comply with, 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.
This press release does not constitute an offer of, or an invitation to, acquire or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been prepared in connection with the Rights Issue. The Company has prepared and published an information document in respect of the Rights Issue, which is available on the Company's website (https://investors.scibase.se). No prospectus or information document will be prepared or published in connection with the Compensation Issue.
This press release does not constitute an offer of, or an invitation to, acquire 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 from time to time (the "Securities Act") and may not be offered or sold in the United States absent registration, or an 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 released, 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 in which such release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require registration, or measures other than those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not relate to historical facts and events, as well as statements relating to the future which, for example, contain expressions such as "anticipates", "intends", "may", "will", "should", "estimates", "believes", "could", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results, financial position, cash flows, plans and expectations regarding the company's operations and management, future growth and profitability, as well as the general economic and regulatory environment and other circumstances affecting the company, many of which are in turn based on further 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 together, may be material to the company's results or its ability to conduct its operations. Although the Company considers that these assumptions were reasonable when they were made, they are by their nature subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and that may be beyond the Company's control. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressed or implied in such forward-looking statements. Prospective investors should therefore not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly recommended to read those sections of the information document that contain 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 in this press release are valid only as at the date of this press release and may be subject to change without notice.
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