The Board of Directors of SciBase resolves on a previously communicated rights issue of shares of approximately SEK 83 million

STOCKHOLM, Dec. 29, 2025 /PRNewswire/ -- The Board of Directors of SciBase Holding AB (publ) ("SciBase" or the "Company") has today, based on the authorization granted by the Annual General Meeting on 17 June 2025, resolved on a rights issue of shares of approximately SEK 83 million, before deduction of transaction costs, (the "Rights Issue"), in accordance with the intention published by the Company through a press release on 7 November 2025. All existing shareholders will receive one (1) subscription right for each share held on the record date of January 8, 2026. One (1) subscription right entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.20 per share. The Rights Issue is covered by subscription commitments to a total amount of approximately SEK 64.3 million, corresponding to approximately 77.6 percent of the Rights Issue.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, 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 WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED OR OTHERWISE CONTRAVENES APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM THE SUCH ACTION. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.

Summary of the Rights Issue

• The Board of Directors of SciBase has today, based on the authorization granted by the Annual General Meeting on June 17, 2025, resolved on the Rights Issue in accordance with the intention published by the Company through a press release on November 7, 2025.
• The net proceeds from the Rights Issue are mainly intended to be used to finance continued commercialization activities with a focus on the US market and are expected to finance SciBase well into 2027.
• All existing shareholders will receive one (1) subscription right for each share held on the record date of January 8, 2026. One (1) subscription right entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.20 per share.
• The Rights Issue is covered by subscription commitments to a total amount of approximately SEK 64.3 million, corresponding to approximately 77.6 percent of the Rights Issue.
• Subscription commitments from persons from the Board of Directors and senior executives in the Company amount to approximately SEK 0.7 million, corresponding to approximately 0.9 percent of the Rights Issue.
• In addition to subscribing for their respective pro rata shares in the Rights Issue, Castle Bioscience and Hagagruppen have undertaken to subscribe for an additional SEK 24.9 million in the Rights Issue, without subscription rights, corresponding to approximately 30.1 percent of the Rights Issue.
• The subscription period in the Rights Issue commences on 12 January 2026 and runs until 26 January 2026.

Background and reasons for the Rights Issue and use of the proceeds

SciBase is a medical technology company specializing in early detection and prevention in dermatology through the commercialization of Nevisense, a patient-centric platform that combines AI and EIS technology (Electrical Impedance Spectroscopy) to increase diagnostic accuracy and thereby ensure the prevention of skin diseases.

Within melanoma diagnostics, SciBase has a well-established and increasing position in the German market with more than 400 systems installed generating recurring revenues from the sale of electrodes used for each patient. Currently, on an annual basis, the German market generates revenues of more than SEK 20 million at an operational profitability.

Since 2024, SciBase has increased its efforts in the US market resulting in a strong growth driven by an increasing number of installed systems as well as increased usage. In the first nine months 2025, revenues in the US grew by more than 200 percent.

Based on current operations, SciBase need to reach an installed base of 800 to 1 000 systems with a utilization rate of 5-7 electrodes per week in order to reach break-even. Together with more than 200 active systems in the German market, the strong momentum in the US will, according to the Company, bring the Company towards the installed base needed for profitability.

In addition to strong growth in melanoma diagnostics, SciBase has recently expanded its operations in diagnostics of atopic dermatitis and other skin diseases through the collaboration with US diagnostics company Castle Bioscience, which was announced in June this year. The collaboration with Castle Bioscience is progressing well and as announced in a separate press release on November 7, 2025, the parties have agreed to expand the collaboration and accelerate the activities in further indications. As part of the expanded collaboration, Castle Bioscience has provided SciBase with a long-term loan facility of SEK 20 million that will finance investments in production ramp-up to meet Castle Bioscience's need for Nevisense systems.

In order to support the Company's strategy and opportunities to achieve its future commercial and financial targets, the Board of Directors has decided to carry out the Rights Issue. Upon full subscription in the Rights Issue, the Company will receive proceeds of approximately SEK 83 million, before deduction of transaction costs, which are expected to amount to approximately SEK 3.4 million. The net proceeds from the Rights Issue are intended to be used primarily to finance continued commercialization activities with a focus on the US market. As a secondary focus, SciBase intends to continue to build on the success in the German market through expansion into nearby markets such as Austria, Switzerland and Italy.

The Rights Issue

Shareholders who on the record date of January 8, 2026 are registered in the share register in SciBase will receive one (1) subscription right for each share held in the Company. One (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is set at SEK 0.20 per share, which means that SciBase will receive gross proceeds of approximately SEK 83 million, before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to apply for subscription of shares in the Rights Issue without subscription rights.

The subscription period in the Rights Issue, with or without subscription rights, runs from and including 12 January 2026 up to and including 26 January 2026, or such later date as decided by the Board of Directors. The last day of trading in SciBase's shares including the right to receive subscription rights in the Rights Issue is January 5, 2026. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of January 7, 2026. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 12 January 2026 up to and including 21 January 2026 and trading in BTA (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 12 January 2026 up to and including around 13 February 2025 (after registration of the Rights Issue with the Swedish Companies Registration Office).

In the event that not all shares in the Rights Issue are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without subscription rights in accordance with the following allotment principles:

1. In the first instance, allotment shall be made to those who have subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, in relation to the number of subscription rights that each party has exercised for subscription of shares and, to the extent that this cannot be done, by drawing lots.
2. Secondly, allotment shall be made to other subscribers who have subscribed for shares without subscription rights and, in the event of oversubscription, in proportion to the number subscribed for and, to the extent that this cannot be done, by drawing lots.

If the Rights Issue is fully subscribed, a maximum of 414,182,643 new shares may be issued, which corresponds to a maximum dilution of 50.0 percent of the total number of shares and votes in the Company (calculated on the total number of outstanding shares in the Company if the Rights Issue is fully subscribed). The shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.

Indicative timetable for the Rights Issue

Number of shares and share capital

Upon full subscription in the Rights Issue, the Company's share capital will increase by SEK 20,709,132.15 through the issuance of 414,182,643 new shares.

On November 7, the Board of Directors of SciBase resolved to make a tender offer for all 498,534,835 outstanding warrants of series TO 2 in the Company (the "TO 2 Offer"). In the TO 2 offering, two (2) warrants of series TO 2 entitle to one (1) new share in the Company. Through the TO 2 offering, a total of 249,267,417 new shares may be issued. The acceptance period in the TO2 offer runs until 8 January 2026.

Provided that the TO 2 Offering is accepted in full and the Rights Issue is fully subscribed, the total dilution effect for existing shareholders corresponds to approximately 61.6 percent (calculated on the total number of outstanding shares in the Company following a fully accepted TO 2 Offering and a fully subscribed Rights Issue).

Subscription undertakings and letter of intent

Several existing shareholders including Ribbskottet, Castle Bioscience, Haga Gruppen, Praktikerinvest and members of the Company's board of directors and management have undertaken to subscribe for shares in the Rights Issue for a total amount of approximately SEK 39.4 million, corresponding to approximately 47.6 percent of the Rights Issue. Furthermore, additional shareholders, representing approximately 7.8 percent of the shares in the Company, have expressed their intention to fully or largely (>50 percent) subscribe for shares in the Rights Issue.

In addition to subscribing for its pro rata share in the Rights Issue, Castle Bioscience has undertaken to subscribe for an additional SEK 23 million in the Rights Issue without subscription rights, corresponding to approximately 27.8 percent of the Rights Issue. However, Castle Biosciences' subscription undertaking is conditional upon Castle Biosciences' ownership in the Company, after the Rights Issue and the TO 2 Offering, not amounting to 20 percent of the total number of outstanding shares in the Company. Furthermore, Haga Gruppen Holding has, in addition to subscribing for its pro rata share in the Rights Issue, undertaken to subscribe for an additional SEK 1.9 million in the Rights Issue, corresponding to approximately 2.3 percent of the Rights Issue.

In total, the Rights Issue is covered by subscription commitments in an amount of approximately SEK 64.3 million, corresponding to approximately 77.6 percent of the Rights Issue. No compensation will be paid for the subscription commitments. The commitments are not secured by bank guarantees, escrow funds, pledged assets or similar arrangements.

Further information about the subscription undertakings in the Rights Issue will be presented in the information document that will be published before the subscription period in the Rights Issue begins.

Information document

In connection with the Rights Issue, the Company prepares 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 (the "Prospectus Regulation""). The information document has been prepared in accordance with Annex IX to the Prospectus Regulation. The information document regarding the Rights Issue is expected to be published on or about 9 January 2026.

Further information about the Rights Issue and information about the Company will be included in the information documents that are expected to be published on the Company's website on or about 9 January 2025.

Foreign Direct Investment Act

The Company assesses that it conducts activities worthy of protection in accordance with the Act (2023:560) on the Review of Foreign Direct Investments (the "FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations 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, before it is carried out, be reported to the Inspectorate for Strategic Products ("ISP"). An investment may be notifiable if i) the investor, someone in its ownership structure or someone on whose behalf the investor acts, after the investment is made, holds votes equal to or in excess of any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor acquires the Company and the investor through the investment, any person in its ownership structure or anyone on whose behalf the investor acts, directly or indirectly, would have a direct or indirect influence on the management of the Company, and iii) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, would through the investment have a direct or indirect influence in the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either i) has decided to submit 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 Rights Issue for the individual shareholder.

Advisors

SciBase has retained Bergs Securities and Birchtree Advisory as financial advisors and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue and the TO2 Offering.

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) Telefon: +46 8 588 68 570, E-post: [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 increase diagnostic accuracy and ensure proactive management of skin health.

Our commitment is to minimize patient suffering, enabling physicians to improve and save lives through early detection and intervention and reduce healthcare costs.

SciBase is based on more than 20 years of research at Karolinska Institutet in Stockholm and is a leader in dermatological advances.

The company has been listed on Nasdaq First North Growth Market since June 2, 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: http://investors.scibase.se/en/pressreleases

Important information:

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

The availability of the TO 2 Offer and the Rights Issue for holders who are not residents of Sweden may be affected by the laws of the relevant jurisdiction in which they are located. Holders who are not residents of Sweden should inform themselves about and comply with all applicable laws and regulations.

This press release does not constitute an offer, or a solicitation of any offer, to acquire 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue or the TO 2 offering. The Company will prepare and publish an information document in the form prescribed in Appendix IX to the Prospectus Regulation regarding the Rights Issue. An information document in the form provided for in Appendix IX to the Prospectus Regulation regarding the TO 2 offering has already been prepared and published by the Company. The information documents 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 in this press release is only intended to describe the background to the Rights Issue and the TO 2 Offer respectively and does not claim to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information in this press release.

This press release does not constitute an offer, or a solicitation of any offer, to buy 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, 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 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 release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration, or measures other than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

The Rights Issue and the TO 2 Offer relate to securities in a non-US company and are subject to the disclosure requirements, rules and practices applicable to companies listed in Sweden, which differ from those applicable in the United States in certain material respects. The Rights Issue and the TO 2 Offer are not subject to the announcement and other procedural rules of Regulation 14D of the US Exchange Act of 1934, as amended (the "Exchange Act"). The Rights Issue and the TO 2 Offer will only be made to qualified U.S. holders in the United States in accordance with the requirements of Regulation 14E of the U.S. Exchange Act to the extent applicable and subject to any exemptions or reliefs therefrom. Certain provisions of Rule 14E of the Exchange Act are not applicable to the Rights Issue and the TO 2 Offering due to the Tier II exemptions provided by Rule 14d-1(d) of the Exchange Act.

The company assesses 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 operations 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, before it is carried out, be notified to the ISP. An investment may be notifiable if i) the investor, someone in its ownership structure or someone on whose behalf the investor acts, after the investment is made, holds votes equal to or in excess of any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor acquires the Company and the investor through the investment, any person in its ownership structure or anyone on whose behalf the investor acts, directly or indirectly, would have a direct or indirect influence on the management of the Company, and iii) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, would through the investment have a direct or indirect influence in the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either i) has decided to submit 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 Rights Issue 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 relate to historical facts and events, as well as forward-looking statements that include, for example, 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, financial condition, cash flows, plans and expectations for 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 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 policies, accounting methods and tax policies), which, individually or together, may be material to the results of the company or its ability to conduct 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 that may be beyond the Company's control. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements. Prospective investors should therefore 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 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 contained in this press release are valid only as of the date of this press release and are subject to change without notice.

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