SciBase resolves on a directed share issue of SEK 19 million and announces its intention to carry out an additional directed share issue of approximately SEK 11 million

STOCKHOLM, June 16, 2025 /PRNewswire/ -- The board of directors of SciBase Holding AB (publ) ("SciBase" or the "Company") has today, pursuant to the authorisation granted by the annual general meeting held on 13 June 2024, resolved on a new share issue, with deviation from the existing shareholders' preferential rights, of approximately SEK 19 million to Castle Biosciences, Inc ("Castle Biosciences") (the "Directed Issue I"). In addition, the board of directors of SciBase intends, provided that the annual general meeting of the Company on 17 June 2025 resolves to authorise the board of directors to resolve on new issues, to resolve on an additional directed issue of approximately SEK 11 million to Haga Gruppen Holding AB, Life Science Invest Fund 1 ApS and Ribbskottet AB (the "Directed Issue II", and, together with the Directed Issue I, the "Directed Issues").

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION IS WHOLLY OR PARTLY SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN SCIBASE HOLDING AB (PUBL). SEE ALSO SECTION "IMPORTANT INFORMATION" BELOW. 

"We are very proud and pleased with both the previously announced collaboration agreement with Castle Biosciences and the fact that they are also becoming a major shareholder in SciBase. We believe this is the best outcome for SciBase and our shareholders, and we can now reach the market faster with new indications and continue to pursue our chosen strategy. In addition to Castle Biosciences, we are also very pleased to further strengthen our ownership base through an increased engagement from Danish specialist investor Life Science Invest. I am also delighted with the continued support from Haga Gruppen and Ribbskottet.", says Jesper Høiland, Chairman of the Board, SciBase.

"Adding Castle Biosciences to our shareholder base and seeing Life Science Invest (LSI) become a major shareholder we think is a statement of strength and we believe this is very positive for all shareholders. With the collaboration agreement with Castle Biosciences, we are well positioned to deliver on our strategy of a continued expansion phase with a strong focus on the US market, where we see strong growth and high interest among clinics. We welcome our new investors and thank our existing shareholders for their continued support.", says Pia Renaudin, CEO, SciBase

"We have been following SciBase for some time, and in our decision process, we have had the opportunity to meet with the American team and very influential KOL's at a dermatology congress in Miami. They really impressed us and together with a highly competent CEO in Pia Renaudin, whose team delivers tangible progress also in other markets ensuring Scibase is not depending on the USA alone in these unpredictable times, we had no hesitation to accept this invite to become a significant shareowner. SciBase is a perfect fit for our portfolio, and we look forward to support the company on its path to profitability, and we feel confident, that SciBase has the potential to fulfil our high expectations on a 3 years horizon.", says Jan Poulsen, CEO of Life Science Invest Fund.

Background and motives

SciBase is a medical technology company specializing in early detection and prevention in dermatology through the commercialization of Nevisense. Nevisense is a patient-centric platform that combines AI (artificial intelligence) and advanced EIS (electrical impedance spectroscopy) technology to increase diagnostic accuracy and thereby ensure the prevention of skin diseases. By enabling doctors to make accurate diagnoses with greater precision, subsequent healthcare interventions can be initiated more quickly, improving the outlook for patients with serious conditions such as skin cancer.

SciBase has launched Nevisense in the US, which accounts for about three-quarters of the estimated market potential, and is therefore investing in establishing Nevisense as the industry standard. As part of this, the organization in the US subsidiary has been strengthened with several new sales resources and is now represented in five regions that support and drive sales. In 2024, sales growth in the US amounted to approximately 177 percent, and on a quarterly basis, sales growth in the US amounted to approximately 306 percent (Q1 2025 compared to Q1 2024). As an important part of the launch, SciBase is continuously working to build strong support among leading US physicians, known as KOLs (Key Opinion Leaders). In 2024, a US consensus report was published, authored by several KOLs, supporting the use of Nevisense for its ability to significantly improve the physician's diagnostic assessment. In addition, the Company is actively working to strengthen reimbursement structures for Nevisense among insurers and, in the long term, to have EIS and Nevisense included in clinical guidelines.

In the Company's second business area, which focuses on the skin barrier with an emphasis on atopic dermatitis, the Company intends to invest in further product development based on the knowledge generated in collaboration with the numerous revenue-generating research partnerships that the Company has entered into. Furthermore, the Company has today announced that it has entered into a collaboration and license agreement with Castle Biosciences to develop diagnostic tests for dermatological diseases using the Company's Electrical Impedance Spectroscopy (EIS) technology. The initial goal of the collaboration is to develop a test that predicts flares in patients diagnosed with atopic dermatitis (AD). The method will be based on SciBase's EIS technology and specifically, Nevisense, inclusive of both the desktop and point-of care devices.

In order to finance the above market initiatives, the Company has decided to carry out the Directed Issues, where the net proceeds are intended to be used to finance: (i) commercialization and cost reimbursement growth in the US, (ii) investments in production and product development, and (iii) working capital for other ongoing operations, such as sales, marketing, production, and capital commitments.

The Directed Issues

The board of directors has, pursuant to the authorisation granted by the annual general meeting held on 13 June 2024, resolved on the Directed Issue I. Through the Directed Issue I, SciBase will receive proceeds of approximately SEK 19 million before deduction of issue costs through the issuance of no more than 47,886,950 new shares.

Castle Biosciences has undertaken to subscribe for all shares in the Directed Issue I. However, the undertaking is conditional upon approval of the investment from the Swedish Inspectorate of Strategic Products pursuant to the Swedish Screening of Foreign Direct Investment Act (2023:560). Castle Biosciences shall subscribe and pay for the new shares no later than three business days after this condition has been fulfilled. The outcome of the Directed Issue I will be announced no later than in August 2025.

In addition, the board of directors of SciBase intends, provided that the annual general meeting of the Company on 17 June 2025 resolves to authorise the board of directors to resolve on new issues, to resolve on the Directed Issue II of approximately SEK 11 million to the existing shareholders Haga Gruppen Holding AB, Life Science Invest Fund 1 ApS and Ribbskottet AB, on otherwise the same terms and conditions as in the Directed Issue I. Through the Directed Issue II, a maximum of 28,000,000 new shares may be issued. Haga Gruppen Holding AB, Life Science Invest Fund 1 ApS and Ribbskottet AB have undertaken to subscribe for all shares in the Directed Issue II. The reason why existing shareholders have been included among those eligible to subscribe in the Directed Issue II is that these owners have expressed and demonstrated a long-term interest in the Company, which according to the board creates security and stability for both the Company and its shareholders. Provided that the annual general meeting resolves to authorise the board of directors to resolve on new issues, the board of directors will resolve on the Directed Issue II on or around 23 June 2025. Subscription and payment for the shares in the Directed Issue II shall take place no later than on 30 June 2025. The outcome of Directed Issue II will be announced on or around 2 July 2025.

The subscription price in the Directed Issues amounts to SEK 0.40 per share, which corresponds to the volume-weighted average price of the Company's share during the 30 trading days up until 13 June 2025 and a premium of approximately 7 per cent in relation to the closing price of the Company's share on 16 June 2025. The subscription price in the Directed Issues has been determined by the board of directors based on negotiations with the investors at arm's length, whereby the board of directors has considered several factors such as the market situation, the Company's financial needs, alternative cost for other financing alternatives, customary discount in connection with directed share issues and assessed market interest for an investment in the Company. It is the board of directors' assessment, based on the aforementioned factors, that the subscription price reflects current market conditions and current demand and thus is market-based.

Through the Directed Issues, the number of shares in SciBase may increase by a maximum of 75,886,950 shares, from a total of 338,295,633 shares to a total of 414,182,583. Through the Directed Issues, the share capital in the Company may increase by a maximum of SEK 3,794,347.50, from SEK 16,914,781.65 to SEK 20,709,129.15. The Directed Issues entail a dilution for existing shareholders of a maximum of approximately 18.3 per cent of the number of shares and votes in the Company.

The subscription undertakings are not secured by bank guarantees, escrow funds, pledging or similar arrangements.

Deviation from the shareholders' preferential rights

The board of directors has considered the possibility of raising capital through a rights issue and has concluded — among other things, based on discussions with some of the Company's larger shareholders — that there are currently insufficient conditions to carry out a rights issue in a manner advantageous to the Company and its shareholders. Moreover, a rights issue would be significantly more time- and resource-intensive, particularly due to work and costs associated with underwriting processes and underwriting fees. Through the Company's intensive efforts, the Directed Issues can be executed in a time- and cost-efficient manner, with what the board considers to be a favourable outcome. Furthermore, the Company wishes to broaden its base of strategic and professional owners with the capacity to participate in any future capital raisings and to otherwise promote the Company's development. In the prevailing uncertain and volatile environment and market — where the conditions for capital raising can rapidly change — the Company wishes to seize the opportunity for a capital raising from the strategic and professional investors that is beneficial to both the Company and its shareholders, which the board now deems to be at hand. In light of this, the board's overall assessment is that it is in the interests of the Company and its shareholders to carry out the new share issue with a deviation from the main rule regarding the shareholders' preferential rights.

Advisors

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

For more information, please contact:
Pia Renaudin, CEO, tel. +46732069802, e-mail: pia.renaudin@scibase.com

The information was submitted for publication on 16 June 2025 at 22.35 CEST by the contact person above.

Certified Advisor (CA):

DNB Carnegie Investment Bank AB (publ)

Phone: +46 (0)73 856 42 65

E-mail: 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 Issues.

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.

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