SciBase announces outcome in directed share issue

STOCKHOLM, Aug. 1, 2025 /PRNewswire/ -- On 16 June 2025, SciBase Holding AB (publ) ("SciBase" or the "Company") announced that the Company's Board of Directors resolved, pursuant to the authorisation granted by the annual general meeting held on 13 June 2024, on a directed share issue, with deviation from the existing shareholders' preferential rights, of approximately SEK 19 million to Castle Biosciences, Inc. ("Castle Biosciences") (the "Directed Issue"). The subscription price in the Directed Issue amounted to SEK 0.40 per share. Castle Biosciences' undertaking to subscribe for shares in the Directed Issue was conditional upon a notification that the application is left without action or approval of the investment from the Swedish Inspectorate of Strategic Products (the "ISP"), pursuant to the Swedish Screening of Foreign Direct Investment Act (2023:560). ISP has notified that the application is left without action and all shares in the Directed Issue have now been subscribed for. The Board of Directors of SciBase has therefore today, on 1 August 2025, resolved on allocation of all shares in the Directed Issue.

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.

Allotment of shares

Castle Biosciences' undertaking to subscribe for shares in the Directed Issue was conditional upon a notification that the application is left without action or approval of the investment from the ISP, pursuant to the Swedish Screening of Foreign Direct Investment Act (2023:560). ISP has notified that the application is left without action and all shares in the Directed Issue have now been subscribed for. The Board of Directors of SciBase has therefore today, on 1 August 2025, resolved to allot all shares in the Directed Issue to Castle Biosciences.

Number of shares and share capital

Through the Directed Issue, the Company's share capital will increase by SEK 2,394,347.50 through the issuance of 47,886,950 new shares. The Directed Issue entails a dilution for existing shareholders of approximately 11.6 percent of the total number of shares in the Company.

Advisors

Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Directed Issue.

For additional information, please contact:
Pia Renaudin, CEO, tel. +46732069802, email: pia.renaudin@scibase.com

The information was submitted for publication, through the agency of the contact persons set out above, at 09.00 CEST on 1 August 2025.

Certified Advisor (CA):

DNB 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 specialising in early detection and prevention in dermatology. SciBase develops and sells Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to improve diagnostic accuracy and thereby ensure the prevention of skin diseases.

Our commitment is to minimise patient suffering, enable doctors to improve and save lives through early detection and reduce healthcare costs. 

Based on more than 20 years of research at Karolinska Institutet in Stockholm, SciBase is a leader in dermatological development.

The company is listed on Nasdaq First North Growth Market since 2 June 2015. For more information visit www.scibase.com. All press releases and financial reports can be found here: http://investors.scibase.se/sv/pressmeddelanden.

Important information

The release, publication or distribution of this press release may, in certain jurisdictions, be restricted by law and persons in the jurisdictions where 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. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any SciBase securities 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 by the Company in connection with the Directed Issue.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration 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 Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland, the United States 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 contrary to this instruction may constitute a violation of applicable securities legislation.

The Company considers that it is engaged in 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 Swedish Inspectorate for Strategic Products ("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 per cent 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 per cent 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) decided 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 Rights Issue for the individual shareholder.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as required by law or Nasdaq First North Growth Market's Rule Book for Issuers.

This information was brought to you by Cision http://news.cision.com.

https://news.cision.com/scibase/r/scibase-announces-outcome-in-directed-share-issue,c4213447

The following files are available for download: