SciBase clinical and business opportunities were presented by CEO Simon Grant at the Redeye Investor Forum Online May 12th. Please see the presentation through the following link: Redeye presentation
Category: Uncategorized
SciBase market potential and the opportunity to invest in the company is covered in an article by BioStock (in Swedish) See: https://www.biostock.se/2020/05/scibase-forbattrar-cancerupptackter/
I trust and hope that you are all well in these trying times. I’m very thankful that the team at SciBase has come through this unscathed so far. At the same time the landscape of our family life and our work life has undergone real changes in the recent months and I expect some of these changes are here to stay.
I, perhaps foolishly, thought that the activity levels would come down somewhat due to Covid-19. How wrong I was! We have been, and continue to be, very busy with a number of exciting projects.
But first a bit about our customers. Our two focus markets are Germany and the US – and in the US we have been until now concentrated in the Northeast and especially the New York area. Both have been significantly affected by the pandemic, and New York especially so. Many practices are opening now, but with reduced hours and reduced patient numbers. Aesthetic procedures such as botox are for the most part halted, but medical procedures such as skin cancer checks are returning. It will take some time to return to a new normal, but the process to restart business is underway.
So what has kept us so busy? I’d like to run through some of the recent milestones and key projects we are working on.
Germany
Even though Covid-19 significantly affected the Q1 sales in Germany, we were extremely close to breakeven in Germany in Q1. This is due to a continuation of increased electrode use and sales we saw in 2019 and customer support cost savings. Nevisense 3.0 has dramatically improved usability for customers so that the test is easier to integrate into their patient workflow and this has driven test usage. On the other hand, Nevisense 3.0 requires much less training and support which has resulted in reduced staff costs. Breaking even in Germany is important because it means we can concentrate our investments on the other two parts of our strategy – the US and our new applications.
Progress in the US (finally!)
Within medtech there is a saying that `if you haven’t made it in the US, you haven’t made it’. It is a fantastic market once a product is established, but it is a notoriously tough market to penetrate and the reimbursement system is by far the most important and complex I have encountered. It has taken much longer than we had hoped, but we have reached a few key milestones.
Firstly, after an intensive 11 month process, the FDA has approved Nevisense 3.0. That it takes so long is to do with the fact that melanoma is considered a high -risk application and therefore the controls are stringent. So stringent in fact that we are the only device approved on the US market for melanoma detection. We think that Nevisense 3.0 is essential for our success in the US where patient throughput and efficiency are even more critical than Europe.
We were also very pleased to announce our collaboration partnership with the Advanced Dermatology and Cosmetic Surgery group (ADCS) last week. As the largest US network with over 150 clinics across the US, ADCS is a great partner and this is a significant opportunity for both companies. The driver for ADCS was best expressed by Matt Leavitt the CEO when he said `I want to bring more science into Dermatology’. They also have a company-wide focus on the early detection of skin cancer, so the fit with SciBase is excellent. More news will follow as we roll out the pilot phase in the coming weeks and months.
Otherwise, we saw sales traction and a good increase in usage from our US customers in Q4 and the beginning of Q1. With the effect of Covid, sales activities are reduced, so we have taken the opportunity to focus on our reimbursement process which continues to move forward, albeit more slowly than we would want.
Same technology, new products
The core of our products is combination of Electrical Impedance spectroscopy (EIS) and Artificial Intelligence (AI). Many companies talk about AI, but we are the first company within Dermatology and one of only a handful of companies globally to actually launch an AI-driven medical product into the market. Around 100,000 patients have been successfully tested with our EIS and AI combination.
Development-wise we are working on two new product areas. Firstly, we are taking the same core electrode technology and EIS methodology and developing new AI algorithms that support new and exciting clinical applications. In other words, we are reusing the same basic measurement technology we have developed over the last 15 years and building new software analyses that provide clinical value in new clinical areas. Those two areas are non-melanoma skin cancer and skin barrier assessment. Both these applications have potential at least as large as melanoma and I see the skin barrier application especially as an exciting product. If you are interested in learning more about these areas I recommend that you visit our website or take a look at the following link from our AI partner Peltarion [https://peltarion.com/blog/applied-ai/scibase].
Secondly, we are very nearly complete with a revolutionary new product called Nevisense Go. Nevisense Go is a miniaturized, handheld version of Nevisense. The product provides completely self-contained measurement of EIS and AI-based evaluation of those measurements. The first application for Nevisense Go is the measurement of skin barrier function, but eventually all applications can be supported. The possibilities for this product are many. Being smaller, much less expensive and easier to use, Nevisense Go has real potential outside the dermatology clinic. We have a promising level of interest from industry for this product, and that will be our initial focus. I look forward to sharing more news on this as we near product completion.
So as you can see, there is a lot going on. Our goal is to do as much as we can now so that when the market comes back we are `firing on all cylinders’. We have a good team and I am really proud of what they continue to achieve under difficult circumstances. Stay safe and I look forward to seeing you virtually or otherwise during the upcoming presentations of the company to support our new financing round. More information is available at [http://investors.scibase.se/en] if you are interested in becoming a shareholder.
Best Regards
Simon Grant, CEO
Certified Advisor:
Avanza
Tel: +46 8 409 421 20
Email: corp@avanza.se
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market (“SCIB”). Further information is available at www.scibase.com.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Prospectus approval and publication
The prospectus regarding the Rights Issue has been approved and registered by the Swedish Financial Supervisory Authority and is now available on the Company's website (http://investors.scibase.se/en) and on Vator Securities' website (www.vatorsecurities.se). The prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).
Rights Issue preliminary timeline
May 7, 2020 Record date for participation in the Rights Issue with pre-emptive rights, that is, shareholders who are registered in the Company's share register as of this day will receive unit rights for participation in the Rights Issue with pre-emptive rights
May 11 - 22, 2020 Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the Rights Issue has been registered with the Swedish Companies Registration Office)
May 11 - 26, 2020 Subscription period (with or without pre-emptive rights)
Around May 28, 2020 Announcement of the outcome of the Rights Issue
Around June 5, 2020 The Rights Issue is completed and registered
Advisors
Vator Securities is financial advisor and Setterwalls Advokatbyrå is legal adviser to SciBase in connection with the Rights Issue.
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@scibase.com
Certified Advisor:
Avanza
Tel: +46 409 421 20
Email: corp@avanza.se
The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release.About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
Important information
Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.
The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.
This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus which has been published. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.
This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.
This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and 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 this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Information to distributors
For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issues.
The target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
Stockholm, Sweden - SciBase (SCIB) announced today, on "Melanoma Monday", that they have entered into a collaboration agreement with Advanced Dermatology and Cosmetic Surgery ("ADCS") - the premier dermatology network in the US with over 150 practices. The agreement will provide ADCS practices with Nevisense, the only FDA approved melanoma detection system, for the analysis of patients' atypical moles at point-of-care.
The partnership further supports ADCS's commitment to the early detection of skin cancer, and their goal of integrating evidence-based technology solutions that help deliver the best possible care to their patients. SciBase will initially install Nevisense in 20 clinics to evaluate practice workflow integration, followed by expansion within ADCS's large network of practices. The practices will be supplied with the latest product, Nevisense 3.0, which received FDA approval on April 30th. ADCS and SciBase will also collaborate on scientific research and the evaluation of new products addressing other skin conditions.
"We are excited to integrate Nevisense during routine total body skin cancer exams to offer our patients the most advanced technology for the earliest possible detection of melanoma. Melanoma is the deadliest form of skin cancer, but when detected early, treatment has a nearly 100% cure rate. Early testing and treatment are critical for improving survival. Providing our patients with enhanced technology for early testing further supports our continued commitment to delivering best in class care that elevates both our provider and patient experience" said Dr. Matt Leavitt, Chief Executive Officer and Founder of Advanced Dermatology and Cosmetic Surgery.
"Having the nation's largest dermatology practice network adopt Nevisense and offer patients advanced care options is an important milestone in our strategy to increase our US focus and broaden our presence in the US market" said Simon Grant, Chief Executive Officer of SciBase. "The collaboration also validates the clinical value we can provide with Nevisense and is a reflection of the growing acceptance we see from providers to adopt AI-based healthcare solutions that are supported by solid clinical evidence and can improve patient care."
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@scibase.com
Certified Advisor:
Avanza
Tel: +46 8 409 421 20
Email: corpt@avanza.se
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
ABOUT Advanced Dermatology and Cosmetic Surgery
Advanced Dermatology and Cosmetic Surgery is the largest dermatology practice in the country. We are committed to providing comprehensive and unparalleled dermatologic and aesthetic care in a welcoming and engaging environment, seeking to make each patient experience unique. We strive to combine the best of the art of medicine with the latest advances in research and technology in formulating individualized treatment plans to achieve the desired result with superior patient safety and privacy standards.
To learn more about Advanced Dermatology, visit www.advancedderm.com or call 1-866-400-DERM.
SciBase (SCIB) Stockholm, Sweden - announced today that it has received approval from the US Food and Drug Administration (FDA) for Nevisense 3.0, the third generation of their Nevisense system for early melanoma detection. Nevisense, an AI-based point-of-care system for the non-invasive evaluation of irregular moles remains the only FDA approved system available for melanoma detection in the US.
Nevisense 3.0 is a more efficient and streamlined version of the product previously approved by the FDA. The European version released at the end of 2018 has significantly improved both adoption and utilization, and has been used clinically on over 30,000 patients to date.
"The release of Nevisense 3.0 in late 2018 in Germany and the EU has been the catalyst for five consecutive quarters of growth, and we see this as step one of our strategic plan" said Simon Grant, Chief Executive Officer of SciBase. "Receiving US approval means that we can focus on step two of our strategy which is to increase our marketing and sales activities in the US based on our deep market experience with Nevisense 3.0 in Germany and the positioning we have developed for Nevisense in the US.'
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@scibase.com
Certified Advisor:
Avanza
Tel: +46 8 409 421 20
Email: corp@avanza.se
This information is information that SciBase Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 12.45 CET on May 1, 2020.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
SciBase AI based developments and solutions are seen as being on the forefront, and are covered in the AI Company Peltarion’s Blog: “Can a pen from the future change the lives for millions of children with eczema, asthma and allergies?”
Please follow the link to read the story: https://peltarion.com/blog/applied-ai/scibase
Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) ("SciBase" or the "Company"). The general meeting resolved, in accordance with the proposals presented in the notice to attend the meeting (which is available on the Company's website www.scibase.com):
(i) To change the articles of association and reduce the share capital without cancellation of shares.
(ii) To approve the board of directors' resolution on issuance of units consisting of shares and warrants with preferential rights for the shareholders (the "Rights Issue").
(iii) To change the articles of association and increase the share capital through bonus issue without issuance of new shares.
(iv) To reduce the share capital without cancellation of shares.
(v) To change the articles of association and reduce the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court.
Resolutions in accordance with item (i)-(iv) above were proposed in order to enable the Rights Issue resolved by the board of directors subject to the subsequent approval of the general meeting, to minimize the subsequent increase of the share capital and to adjust the limits of the share capital and the number of shares in the articles of association, to be registered simultaneously. Resolution in accordance with item (v) above was presented in order to enable further reduction of the share capital following registration of the other proposals, with the main purpose of decreasing the quotient value in order to enable a subscription price within the range for the new shares that may be subscribed for through exercise of the warrants issued in the Rights Issue and in order to otherwise adapt the capital structure.
The Rights Issue in short
The Rights Issue consists of up to 19,941,721 units with a subscription price of SEK 1.25 per unit. Each unit consists of one (1) share and one (1) warrant.
The record date for obtaining unit rights and to participate in the Rights Issue with pre-emptive rights will be Thursday, May 7, 2020. Each existing share in the Company will entitle to six (6) unit rights and five (5) unit rights will entitle to subscription of one (1) unit.
In the event that not all units are subscribed for by exercise of unit rights in accordance with the shareholders' pre-emptive rights, the board shall, within the framework of the maximum amount for the Rights Issue, resolve on allotment of units subscribed for without unit rights.
The warrants are issued free of charge and will be exercisable for subscription of new shares during the period October 5 - October 16, 2020. Each warrant will entitle the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to the higher of (i) 70 per cent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding September 30, 2020 (including September 30, 2020), but not less than SEK 1 and not more than SEK 1.75 per share, and (ii) the quotient value of the share at the time the warrants are exercised.
The Rights Issue is fully covered by subscription undertakings and guarantee commitments. Neither subscription undertakings nor guarantee commitments are secured through bank guarantee, blocked funds, pledge or similar arrangements.
For more information, please refer to the press release published by the Company on March 26, 2020 (which is available on the Company's website www.scibase.com).
Full terms and conditions for the Rights Issue will be disclosed in the EU Growth Prospectus which will be published by the Company no later than in conjunction with the commencement of the subscription period.
Rights Issue preliminary timelines
May 5, 2020 Last day of trading including unit rights
May 6, 2020 First day of trading excluding unit rights
May 7, 2020 Record date for participation in the Rights Issue with pre-emptive rights, that is, shareholders who are registered in the Company's share register as of this day will receive unit rights for participation in the Rights Issue with pre-emptive rights
May 11 - 22, 2020 Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the issue has been registered with the Swedish Companies Registration Office)
May 11 - 26, 2020 Subscription period (with or without pre-emptive rights)
Around May 28, 2020 Announcement of the outcome of the Rights Issue
Around June 5, 2020 The Rights Issue is completed and registered
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@scibase.com
Certified Advisor (CA):
Avanza
Tel: +46 8 409 421 20
Email: corp@avanza.se
The information was submitted for publication, through the agency of the contact person set out above, on April 29, 2020 at 11.00 CET.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.
Important information
Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.
The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.
This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus expected to be publicized. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.
This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.
This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and 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 this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Information to distributors
For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issues.
The target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
SPECIAL PROCEDURE DUE TO THE SPREAD OF CORONAVIRUS
In light of the spread of the coronavirus, the board of directors has decided to implement certain precautionary measures for the extraordinary general meeting on 29 April 2020 in order to ascertain the well-being of the company’s shareholders’ as well as the opportunity for them to exercise their rights at the general meeting.
The Public Health Agency of Sweden has made the assessment that the risk for spread of the virus is very high and recommend avoidance of large gatherings and crowds. If one cannot avoid large gatherings, any time spent in such a situation should be kept at a minimum. For this reason, the timeframe for the general meeting will be kept a minimum, without restricting the shareholders’ rights. No food or beverage will be served in connection with the general meeting and representatives of the board of directors and the senior management of the company will not attend physically, but only through telephone.
Voting by proxy
Considering the current situation, the shareholders are asked to consider the possibility not to attend the meeting in person and instead attend by proxy. The Swedish Parliament has adopted a temporary legislation, which from 15 April 2020 provides Swedish limited companies increased possibilities to collect proxies to facilitate general meetings. With support of this temporary legislation, the board of directors of SciBase Holding AB (publ) has resolved to provide the shareholders with a special proxy form for exercise of voting rights. Instead of attending the general meeting in person, a shareholder may use the proxy form to authorize representatives of SciBase Holding AB (publ) and Setterwalls Advokatbyrå AB to vote for their shares at the general meeting in accordance with the shareholder’s instructions. The proxy form can be downloaded http://investors.scibase.se/en/extra-general-meeting-april-29-2020.
The consequences of the Covid19 outbreak have started to affect SciBase from mid-March, and there is a high risk that these could lead to a significant financial impact on the Group. However, the effects are very difficult to predict, and the situation is constantly changing.
First and foremost, we at SciBase are working to ensure that the business continues to operate to the best of our ability, but also with a focus of our employees’ health. Practically speaking, this entails (among other things), a call for the company’s employees to work from home and a travel ban.
The immediate, visible effects are that some of our most important conferences and meetings have been canceled or moved forward, and this has already had a negative effect on, and will continue to affect our sales over the coming period. It has become more difficult to hold physical customer meetings, and we are working to transfer these to virtual (video) or telephone meetings.
Given the uncertain situation at present, it is not possible to estimate the full potential impact for SciBase.
We continue to work together with our partners, customers and employees to handle this extraordinary situation in the best possible way.