Uncategorized - SciBase

Read about the prospectus and terms and conditions

Prospectus approval and publication

The prospectus regarding the preferential rights issue has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) and is now available on the Company’s website (www.scibase.com) and on Pareto Securities AB’s website (www.paretosec.com). The prospectus will also be available on the SFSA’s website (www.fi.se).

The preferential rights issue

On 26 October 2017, the board of directors in SciBase resolved to propose the general meeting to resolve on a preferential rights issue of up to SEK 85 million before deduction of transactions costs. On the extraordinary general meeting held 15 November 2017 it was resolved to approve the board’s proposal on a preferential rights issue.

Indicative timetable

22 November 2017 Record date. Shareholders who are registered in the Company’s share ledger kept by Euroclear Sweden AB on this day will be assigned subscription rights carrying the right to participate in the preferential rights issue

27 November – 7 December 2017 Trading in subscription rights

27 November – 11 December 2017 Subscription period

Around the 14 December 2017 The outcome of the rights issue is announced

Around the 27 December 2017 The rights issue is completed and registered

Financial and legal advisers

Pareto Securities AB is financial adviser to SciBase and Setterwalls Advokatbyrå AB is legal adviser to SciBase and Pareto Securities AB in the preferential rights issue. Avanza Bank is the Company’s certified adviser.

For further information, please contact:

Simon Grant, CEO
Phone: +46 72 887 43 99, e-mail: simon.grant@scibase.se

Michael Colérus, CFO

Phone: +46 70 341 34 72, e-mail: michael.colerus@scibase.se

The information was submitted for publication, through the agency of the contact persons set out above, at 16:30 CET on 20 November, 2017.

About SciBase

SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. 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 now also a FDA clearance 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.

SciBase is listed on Nasdaq First North (“SCIB”). Further information about the Company is available at www.scibase.com.

IMPORTANT INFORMATION

This press release is not an offer or solicitation to acquire shares in SciBase. A prospectus relating to the preferential rights issue referred to in this press release have been drawn up and filed with the Swedish Financial Supervisory Authority.

This press release does not constitute or form part of an offer or solicitation to purchase 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 exemption from registration under the US Securities Act of 1933, as amended. SciBase does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.

Resolution regarding issuance of shares with preferential rights for the shareholders

The extra general meeting resolved in accordance with the board of directors proposal regarding issuance of new shares with preferential rights for the shareholders.

In order to enable the Company’s launch strategy for the US market and its updated growth plan and to meet the capital need that will arise in connection therewith, the board of directors of the Company proposed that the extraordinary general meeting resolved upon an issuance of new shares with preferential rights for the shareholders (the “Preferential Rights Issue”) on the following terms.

Number of shares and increase of the share capital

The Preferential Rights Issue comprises not more than 9,468,304 shares. The Company’s shareholders shall have preferential rights to subscribe for the issued shares in relation to the number of shares previously held. At full subscription of all shares in the Preferential Rights Issue the Company’s share capital will increase by SEK 35,032,724.8.

Record day

The record day for determination of which shareholders are entitled to subscribe for shares in the Preferential Rights Issue with exercise of preferential rights shall be Wednesday, 22 November 2017 (the “Record Day”).

Right to subscribe for shares

Shareholders who are registered in the Company’s share register kept by Euroclear Sweden AB on the Record Day are entitled to subscribe for shares in the Preferential Rights Issue, whereupon one (1) share entitle to one (1) subscription right and seven (7) subscription rights entitle to subscription of eight (8) new shares.

Subscription price

The subscription price is SEK 9 per share.

Subscription and payment

Subscription of shares in the Preferential Rights Issue shall be made through simultaneous cash payment during the period from and including 27 November 2017 up to and including 11 December 2017. Subscription made without exercise of subscription rights shall be made on a specific subscription list during the period from and including 27 November 2017 up to and including of 11 December 2017. Payment for shares subscribed for without exercise of subscription rights shall be made in cash no later than three (3) business days from the day when a settlement note stating the allotment of shares was sent to the subscriber.

The board of directors shall be entitled to prolong the period for subscription and payment.

Allotment of shares

If not all shares have been subscribed for by exercise of subscription rights, the board of directors shall resolve upon allotment of shares subscribed for without exercise of subscription rights within the maximum amount of the Preferential Rights Issue, whereby the board of directors shall allot shares primarily to those who have also subscribed for shares by exercise of subscription rights (irrespective of if they were shareholders on the Record Day or not) and, in case of oversubscription, pro rata in relation to their subscription made by exercise of subscription rights; secondly, to those who have subscribed for shares without exercise of subscription rights and, if full allotment cannot be made, pro rata in relation to their subscription and, in so far as such allotment cannot be made, through the drawing of lots; thirdly, provided that such allotment is necessary in order for the Preferential Rights Issue to be fully subscribed, to those who have provided guarantee undertakings regarding subscription of shares (based on the guarantee undertakings).

Right to dividends

The new shares shall entitle to dividends for the first time on the first record date for entitlement to dividends taking place after the new shares have been registered with the Swedish Companies Registration Office and in the Company’s share register kept by Euroclear Sweden AB.

Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders

The extra general meeting resolved to authorize the board of directors to, up until the next annual general meeting, on one or more occasions, resolve upon issuances of new shares. Issuances of new shares may only be made with preferential rights for the Company’s shareholders and payment may only be made in cash.

For more information, please contact:

Michael Colérus, CFO
Tel: +46 70 341 34 72 E-mail: michael.colerus@scibase.com

The information herein is such that shall be announced in accordance with the Nasdaq First North Rulebook. The information was submitted for publication at 6:00 p.m. (CET) on November 15, 2017.

About SciBase and Nevisense

-We are very pleased to welcome Dr. Gary Goldenberg and Dr. Kristina Goldenberg as our first customers in the US. Goldenberg Dermatology is a perfect first customer for us as they perfectly fit the profile of our primary target group as stated in our launch and growth strategy. Goldenberg Dermatology is a renowned clinic with focus on personalized dermatology and cancer prevention and early detection. We are very much looking forward to working together in spreading the word about Nevisense and its advantages, says Simon Grant, CEO SciBase.

Goldenberg Dermatology, office of Dr. Gary Goldenberg and Dr. Kristina Goldenberg, is a comprehensive medical and cosmetic dermatology practice. By taking a very personalized and customized approach within the practice, this husband and wife team works with each patient, taking into account diet, lifestyle, and overall health, to formulate a long-term plan promoting optimal skin health. This holistic and integrative dermatology practice focuses on prevention and early detection of skin cancer, including melanoma, as well as other aspects of medical and cosmetic dermatology. The Goldenbergs strive to formulate an all-encompassing skin health treatment plan with regards to every patient’s needs, concerns and well-being.

- Melanoma is one of the deadliest cancers in the US. Prevention and early detection of melanoma should be a focus of every dermatology practice. We are excited to be the first practice in USA to offer Nevisense to our patients. This device will allow us to focus on lesions that are abnormal and detect these at the earliest stage, potentially saving lives of our patients. It will also allow us to carefully monitor less atypical lesions, decreasing unnecessary biopsies and scarring. We look forward to using Nevisense, along with careful physical examination, dermascopy and photography, to offer the most comprehensive melanoma and dysplastic nevus detection approach available, says Gary Goldenberg, MD.

Dr. Gary Goldenberg is a medical and cosmetic dermatologist and an Assistant Clinical Professor of Dermatology at The Icahn School of Medicine at Mount Sinai Hospital in New York City. He is also the former Medical Director of the Dermatology Faculty Practice at The Mount Sinai Medical Center.

Board Certified in both Dermatology and Dermatopathology, Dr. Goldenberg provides comprehensive dermatological care in medical and cosmetic dermatology, including BOTOX® and filler injections, laser surgery, skin cancer, nevi (moles), psoriasis, acne, rosacea, eczema, and sexually transmitted diseases.

Dr. Goldenberg is the author of over 100 original articles, abstracts and book chapters. He regularly lectures at the American Academy of Dermatology Meetings, as well as other national and international dermatology meetings.

Dr. Goldenberg is frequently sought after by the media on cosmetic and medical dermatology topics and has appeared on CNN, Fox, ABC, NBC, Glamour, New Beauty, Redbook, Allure, Wall Street Journal, and many others.

Dr. Goldenberg is a member of the American Academy of Dermatology, American Society for Dermatologic Surgery, American Society of Dermatopathology, and served as the President (2015-2017) and member of the Executive Board of Directors for the Dermatologic Society of Greater New York, the national largest local dermatologic society.

- There is a melanoma epidemic in US. This is especially true in young women who use tanning beds or had sunburns before the age of 18. Every day we see young patients with atypical moles or even melanoma in our office. NeviSense will allow us to detect abnormal lesions early, potentially saving lives of our patients. For many, it will also decrease the need for unnecessary biopsies of less abnormal lesions, saving the patients from unneeded scarring. We look forward to using NeviSense in our practice and are excited to be the first practice in US to bring this potentially life-saving device to our patients, Kristina Goldenberg, MD.

Dr. Kristina Goldenberg is a trusted and dependable name in advanced dermatology. Dr. Goldenberg is a Board Certified Dermatologist, and Clinical Instructor of Dermatology at The Icahn School of Medicine at Mount Sinai Hospital in New York City. Dr. Goldenberg obtained her medical degree from the Albert Einstein College of Medicine of Yeshiva University, where she graduated with a Dean’s Citation. She completed her dermatology training at the Icahn School of Medicine at Mount Sinai, where she served as Chief Resident.

Dr. Goldenberg cares for adult and pediatric patients and completed extensive training in medical and cosmetic dermatology. Her expertise are in medical dermatology, including acne, rosacea, eczema, psoriasis, and skin cancer, as well as cosmetic dermatology, including filler and botox injections, and laser surgery.

Dr. Goldenberg has appeared in numerous media outlets, including New York Times, Fox, Allure, Glamour, Byrdie, Self, and many others. Dr. Goldenberg is a member of the American Academy of Dermatology and Dermatologic Society of Greater New York.

Earlier this fall, SciBase participated in, exhibited and demonstrated their product Nevisense, for early detection of malignant melanoma at the Fall Clinical Dermatology Conference in Las Vegas. At the congress Nevisense was presented as one of the top ten most important news stories within skin cancer.

Goldenberg Dermatology is the first commercial customer in the US for SciBase and is of strategic importance. It can be seen as an early sign that our launch strategy is the right approach. SciBase’s strategy focuses initially on marketing Nevisense to private concierge clinics in the New York Metropolitan Area. In addition SciBase will build awareness of Nevisense and further develop the existing network of Key Opinion Leaders (KOL) in the northeast region of the US. SciBase will also approach selected local and regional insurance companies and seek local reimbursement for EIS testing. To be able to expand nationwide in the US, SciBase intends to work with nationwide distribution partners, which will lead to a further acceleration of the sales growth.

For more information, please contact:
Simon Grant, CEO SciBase
Phone: +46 72 887 43 99
Email: simon.grant@scibase.com

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.

-We are very pleased to have sold our first Nevisense in the US and take it as an early confirmation that our US strategy is the right one. This is a great clinic to start with and we will be gearing up our efforts going forward, says Simon Grant, CEO SciBase.

The private clinic is led by a prominent and well-known dermatologist working within both the clinical as well as the cosmetic field, including skin cancer, eczema, acne and other skin orders.

Focused growth plan for the US market
The launch strategy communicated in September includes an initial focus on so-called self-pay clinics where the patient pays the health care cost directly and not through an insurance company. SciBase will focus on the highly populated New York metropolitan area/Tri-State Area, which also is one of the regions in the US with the highest number of cases of malignant melanoma. SciBase will in parallel build awareness of Nevisense and further develop the existing network of Key Opinion Leaders (KOL) in the Northeast region of the US. The next step will then be to approach selected local and regional insurance companies and seek local reimbursement for EIS testing. In order to achieve more general penetration across the US general reimbursement for Nevisense testing from insurance companies is required. This process is both time and resource intensive and will therefore be started on a selective basis as soon as practicable. Following commercial traction in the Northeast, SciBase believes that further expansion through nationwide distribution partners could lead to a further acceleration of the sales growth.

For more information, please contact:
Simon Grant, CEO SciBase
Phone: +46 72 887 43 99
Email: simon.grant@scibase.com

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 10.30 CET on November 9, 2017.

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.

-This is a very interesting co-operation for us, as it is a customer segment that we previously haven’t sold to. The Nevisense test will be combined with visual screening and be performed by the staff at the pharmacies or clinics. This could potentially be a huge opportunity for us, partly as it is a new customer segment but also if it is successful this could be rolled out in other markets together with IHFO, says Simon Grant, CEO SciBase.

Within the framework of the agreement IHFO will market Nevisense towards non-specialists. Nevisense will be used as part of a screening evaluation and complement traditional visual evaluation. These Nevisense systems will primarily be placed at pharmacies and non-specialist clinics and IHFO will train the staff in how to use Nevisense and how to integrate it into the screening process.

The distribution agreement is split into two phases and together the total potential order value is close to 1 million SEK. The first phase, at a value of 0.5 million SEK, will be delivered during the fourth quarter 2017. If the initial implementation is successful the rest of the order will be delivered during 2018. Initially the agreement applies to Italy, but there is the possibility to roll out this model to at least three additional markets in Europe adding additional sales potential.

For more information, please contact:
Simon Grant, CEO SciBase
Phone: +46 72 887 43 99
Email: simon.grant@scibase.com

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.

This summer’s great news, the FDA approval of Nevisense, was an important milestone in the history of the Company. We are very pleased and proud of our achievement, and following this we have together with the board further developed our strategy. The updated strategy includes new clinical applications built on our existing Nevisense platform, and an increased focus on sales and growth where of course the US will play an important role.

To implement this more ambitious growth strategy we communicated already this autumn that we were investigating financing options for the strategy. Last week we communicated that we are planning to do a preferential rights issue of around MSEK 85 of which MSEK 75 is guaranteed by our current owners and a guarantee consortium consisting of Swedish and international investors. Our cash position at the end of the second quarter was 60MSEK. This is sufficient for at least the coming 12-month period, but by raising the additional capital we have secured the long-term financing needs of the Company, and we can implement our strategy more quickly and aggressively.

Our three main shareholders, SEB Venture Capital, SEB Pensionsstiftelse and Fouriertransform AB, will contribute in the offering as much as they can according to their investment mandate. Together, these three owners currently represent 53.4 percent of the shares and votes in the Company. They have undertaken to subscribe for MSEK 16.0 which constitutes 21.3 percent of the guaranteed amount of the rights issue. Their commitment is therefore below their pro-rata share but that should not be interpreted as reduced confidence in us as a Company. The reason is instead changed fund and investment strategies that mean SEB Venture Capital may only subscribe for MSEK 2.0, while Fouriertransform will subscribe for 55.4 percent of their pro-rata share and SEB Pensionsstiftelse for 51.9 percent of their share.

The proceeds from the new share issue will be used to implement the updated strategy, where the US launch and marketing efforts will use about half of the net proceeds. In addition, approximately 30-40 percent of the capital injection will be distributed equally to develop and market the new clinical uses for Nevisense and to develop the next-generation products based on the new chip design (ASIC). If the offering is fully subscribed, the remaining and unsecured part of the proceeds corresponding to approximately SEK 10 million will be used to accelerate the launch of Nevisense in the US and/or to finance potential acquisitions that might add complementary products to our current product offering.

Broadening the use of Nevisense and impedance through new clinical applications, such as non-melanoma skin cancer and eczema, represents significant potential for SciBase. We remain focussed on our existing customer group, dermatologists but now may offer a platform based on Nevisense. Instead of being a product for the detection of malignant melanoma only, Nevisense will have multiple clinical uses and thus attract more users and usage. With Nevisense as the platform, the development of new clinical applications is much simpler, approval processes shorter, and rollout easier and less costly. We already have many studies showing the potential for Nevisense in these new clinical areas, and considering that our business model is based on electrode usage, new clinical areas represent increased use and electrode sales, and therefore are one of the keys to future sales growth.

In Germany we have now reached a high penetration of the so-called ‘early adopters’. Today we have 170 devices installed at 150 customer sites and the most gratifying thing is that we see an increased usage. Based on our local user base, we estimate it's time for us to now take the next step on the German market. The updated strategy means that we will continue to improve and integrate Nevisense so that we can broaden the target group we approach. The first step was taken through the recently-launched upgrades and improvements of Nevisense. Together with DermoScan we will also be able to approach their customer base, which is around 400 clinics in Germany alone.

In Germany, we have recently collected high level user statistics from eight clinics using Nevisense as part of their day to day clinical evaluation. The data, from over 5,000 patients, shows that the number of lesions receiving a ‘negative’ score (i.e. very low risk for melanoma) was on average 44% which can be compared with 34% in our pivotal study. This is a very good result and means in day to day use, clinics could identify a higher proportion of lesions that did not need excision compared to the results in our study. This means that in normal clinical use, clinics has increased benefits from Nevisense compared with what was shown in the pivotal study. These results, which are based on summary data obtained from the clinics' activities and not from any study, are very positive for us in our upcoming sales effort on the German market.

Finally, I would like to say that, with the rest of the management and our board, I am excited to start to roll out our updated strategy, and combined with the capital injection, am confident this will drive the Company’s success. We hope therefore that you as a shareholder want to join us on our journey!

Simon Grant

CEO

For further information please visit www.scibase.com or contact:

Simon Grant, CEO
Tel: +46 72 887 43 99
E-mail: simon.grant@scibase.com

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. 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 now also a FDA clearance 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. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.

The board of directors has, in light of continued spread of the coronavirus and in accordance with the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the extraordinary general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have only the opportunity to vote by mail prior to the meeting.

The Company welcomes all shareholders to exercise their voting rights at the annual general meeting through postal voting as described below. Information on the resolutions passed at the extraordinary general meeting will be published on Tuesday 7 September 2021, as soon as the result of the postal voting has been finally confirmed.

PARTICIPATION

A Shareholder wishing to attend the Meeting shall:

be recorded in the share register maintained by Euroclear Sweden AB on Monday 30 August 2021; and

notify the Company of its intention to attend the Meeting not later than on Monday 6 September 2021 by submitting a complete voting form and, where applicable, proxies, registration certificates and other corresponding authorization documents in accordance with the instructions under the heading “Information on postal voting” below.

To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the Company by casting their postal vote, register such shares in their own names so that the shareholder is recorded in the share register as of Monday 30 August 2021. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 30 August 2021 will be considered in the preparation of the share register.

INFORMATION ON POSTAL VOTING

Postal voting

The shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form will be available on the Company's website, http://investors.scibase.se/.The postal voting form is considered as the notification of participation at the annual general meeting.

The completed voting form must be received by Eversheds Sutherland Advokatbyrå AB no later than Monday 6 September 2021. The form may be submitted by post to Eversheds Sutherland Advokatbyrå AB, Attn: Rasmus Nordfäldt Laws, Box 14055, 104 40 Stockholm or via e-mail to rasmuslaws@eversheds-sutherland.se.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

The shareholders may request in the postal voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of postal voting. Such general meeting shall take place if the meeting so resolves or if shareholders with at least one tenth of all shares in the Company so requests.

Proxy voting

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to postal vote by proxy will be available on the Company's website http://investors.scibase.se/.

PROPOSED AGENDA

The Board of Directors' proposed agenda for the meeting:

Opening of the Meeting
Appointment of chairman of the meeting
Preparation and approval of the voting list
Approval of the agenda for the meeting
Appointment of one or two persons to verify the minutes of the meeting
Determination of whether the meeting has been duly convened
Election of Board of Directors
Closing of the meeting

PROPOSED RESOLUTIONS

Appointment of chairman of the Meeting (item 2)

The Board of Directors proposes that Johan Engström (Eversheds Sutherland) is appointed as the chairman of the meeting.

Preparation and approval of voting list (item 3)

The voting list which is to be prepared based on the meeting's share register and postal votes received is pro-posed as voting list for the meeting.

Election of one or two persons to verify the minutes (item 5)

The Board of Directors proposes that Rasmus Nordfäldt Laws (Eversheds Sutherland), or, if unable to attend the meeting, any of the persons assigned by the Board of Directors, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.

Election of Board of Directors (item 7)

The nominating committee proposes that the Board of Directors is to be composed of five directors.

The nominating committee proposes that Jvalini Dwarkasing is elected as a new member of the Board. Should the meeting resolve in accordance with the proposal, the Board of Directors will be: Tord Lendau (chairman), Diana Ferro, Thomas Taapken, Matt Leavitt, and Jvalini Dwarkasing

A new member of the Board is entitled to remuneration for work in accordance with the renumeration fees resolved by the 2021 Annual General Meeting, in proportion to the actual time served as member of the Board.

Dr Jvalini Dwarkasing

Dr Dwarkasing is currently the Chief Scientific Officer at SkylineDx. She has over 10 years of life science experience with an international track record within oncology having held both research and management positions. Dr Dwarkasing has a strong academic background and a PhD in medical nutrition and pharmacology. Her drive for doing research is patient focus and how to bring science from bench to bedside. Her geographical areas of focus are the US, Europe and Australia.

OTHER

Information

Shareholders have the right to request information from the Board of Directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act regarding conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company's financial situation. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company. The disclosure obligation also applies to the Company's relationship with another group company, the group accounts and such matters as mentioned above with regard to subsidiaries.

Requests for such information must be submitted in writing to the Company no later than ten days before the meeting, i.e. no later than 28 August 2021, to the Company's address SciBase Holding AB (publ), Box 3337, 103 67 Stockholm, Sverige, Sweden or by e-mail to info@scibase.com. The information is provided by the Company by keeping it available on the Company's website www.scibase.com and at the Company at the above address no later than five days prior to the meeting, i.e., 2 September 2021. The information is also sent to shareholders who have requested it and who have provided their address.

Processing of personal data

For information regarding how your personal data is processed in connection with the meeting, please refer to the privacy policy on Euroclear Sweden AB's website:

https://www.euroclear.com/dam/ESw/Legal/Privacy-no-tice-bolagsstammor-engelska.pdf.

Number of shares and votes in the Company

The total number of shares in the Company at the time of issuance of this notice is 68,475,107. Company does not hold any of its own shares.

____________________

Stockholm in August 2021

SciBase Holding AB (publ)Board of Directors

For more information please contact:
Tord Lendau, Chairman of the Board
Tel: +46 708 10 01 67
Email: tordlendau@hotmail.com

Certified Advisor:
Avanza
Tel: +46 8 409 421 20
Email: ca@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 global medical technology company based in Stockholm, Sweden that develops unique point-of-care devices for the evaluation of skin disorders such as skin cancer and atopic dermatitis. SciBase's first product, Nevisense, helps clinicians detect 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 non-melanoma skin cancer. 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. SciBase technology is based Electrical Impedance Spectroscopy (EIS) combined with Artificial Intelligence (AI) algorithms that interpret the varying electrical properties of human tissue to detect malignancies and abnormalities. SciBase Holding AB is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

Summary

The board of directors of SciBase Holding AB (publ) ("SciBase" or "The Company") has decided to propose a new share issue of approximately SEK 85 million with preferential rights for the Company's existing shareholders (the "Rights Issue").
The subscription price in the Rights Issue is set to SEK 9.00.
The Rights Issue is subject to approval at the Extraordinary General Meeting to be held on 15 November 2017. The Company has today issued a notice to the Extraordinary General Meeting.
The proceeds from the Rights Issue will be primarily used for the launch of Nevisense in the US, to develop and market new applications for Nevisense and development of the next generation products based on an application specific integrated circuit platform.
The Company's three largest shareholders, SEB Pensionsstiftelse, Fouriertransform Aktiebolag and SEB Venture Capital have expressed their support for the Rights Issue and have undertaken to subscribe for a total of SEK 16.0 million. In addition, a guarantee consortium procured by Pareto Securities AB has, subject to certain conditions, committed to subscribe for new shares for up to SEK 59 million. Together, these subscription undertakings and guarantee commitments amount to SEK 75 million or approximately 88 percent of the new shares offered in the Rights Issue. Members of the board of directors and management have also undertaken to subscribe for shares for a total of approximately SEK 0.6 million.

Background and rationale

SciBase is a medical technology company headquartered in Stockholm developing and selling instruments for skin cancer detection and the investigation of skin diseases. The Company’s main product, Nevisense, has been developed for doctors and nurses to facilitate detection of malignant melanoma, the most dangerous form of skin cancer. Since the Company was founded in 1998, more than SEK 600 million has been invested into the Company and the technology which has resulted in a technologically advanced product ready for an accelerated commercialisation. The technology is patented and has been validated by several clinical studies with good results. Nevisense has been granted approval to sell the device in the EU (CE marking), Australia (TGA approval) and, since June 2017, in the US (PMA approval).

The work to obtain a PMA approval was initiated in 2008 and has been an important and resource-intensive process for the Company. Following the approval of the PMA-application by the US Food and Drug Administration, SciBase can now market and sell Nevisense on the US market. The Company’s management and board of directors have together developed an updated business strategy covering SciBase's entry into the US market, the continued growth on the core market Germany and the development of the current product platform for use within additional clinical applications.

The Company assesses that the US market is the largest and most profitable market for medical devices and that a successful launch of Nevisense on the US market would constitute a major commercial opportunity for the Company. The US is therefore considered to be a natural next step for SciBase. In addition to the launch in the US, the updated growth strategy aims to broaden the mode of use of Nevisense from being a pure melanoma detection tool to becoming a unique platform product that dermatologists and general practitioners can use to detect and investigate various skin conditions. SciBase will primarily focus on indications within non-melanoma skin cancer and atopic dermatitis, both of which comprise significantly larger patient groups than the current indication malignant melanoma.

SciBase recently successfully completed a three-year development project with the Royal Institute of Technology in Stockholm to miniaturise the measurement electronics in Nevisense through an application-specific integrated circuit (ASIC). The ASIC enables the future development of a significantly smaller, cheaper and simpler device which will in turn make it possible to approach new customer groups.

The planned US launch and the Company’s updated growth strategy will over time entail increased capital requirements. SciBase’s management and board of directors have resolved to propose the Rights Issue of up to approximately SEK 85 million in order to provide the capital needed. The Rights Issue is secured up to approximately SEK 75 million through subscription undertakings and guarantee commitments.

Of the SEK 85 million expected to be raised through the Rights Issue, the Company intends to distribute the secured SEK 75 million in proceeds as follows: 50–60 percent to finance the launch and marketing of Nevisense in the US, 15–20 percent to develop and market new applications for Nevisense and 15–20 percent for development of next generation products based on the ASIC platform. About 10–15 percent of the issue proceeds will be allocated to general corporate purposes, including transaction costs. The Company is further continuously looking into acquisition opportunities that might supplement current product offerings and distribution channels. The remaining and unsecured part of the proceeds corresponding to approximately SEK 10 million will be used to accelerate the launch of Nevisense in the US and to finance potential acquisitions.

As of the end of the second quarter of 2017, the Company had a cash position of approximately SEK 61 million. The board of director’s assessment is that the current cash position together with the proceeds from the secured part of the Rights Issue will be sufficient to implement the Company’s current business plan.

The Rights Issue

On 26 October 2017, the board of directors of SciBase proposed to the Extraordinary General Meeting to resolve on a preferential rights issue of approximately SEK 85 million.

For each share held on the record date, the shareholder will receive one (1) subscription right. Seven (7) subscription rights entitle the holder to subscribe for eight (8) new shares. The subscription price has been set to SEK 9.00 per share. At full subscription, the Rights Issue will provide SciBase with approximately SEK 85 million, before deduction of transaction costs, by issuing no more than 9,468,306 new shares, resulting in an increase in the share capital of up to approximately SEK 35,032,732.20. Following the Rights Issue, the number of outstanding shares in SciBase will amount to no more than 17,753,074.

Subscription undertakings and guarantee commitments

The Company's three largest shareholders, SEB Pensionsstiftelse, Fouriertransform and SEB Venture Capital, (the “Main Owners”) who together represent approximately 53.4 percent of the capital and voting rights of the Company, have through subscription undertakings undertaken to subscribe for a total of SEK 16.0 million, corresponding to 18.8 percent of the gross proceeds in the Rights Issue, at full subscription. The Main Owners have undertaken not to exercise or sell the remaining subscription rights they will be assigned in connection with the Rights Issue. Moreover, a consortium of Swedish and international investors have, through guarantee commitments, committed to guarantee subscription of new shares in the Rights Issue up to a total amount of SEK 59 million, corresponding to approximately 69 percent of the Rights Issue, at full subscription. Subscription undertakings and guarantee commitments amount to a total amount of SEK 75 million, which means that the Rights Issue is approximately 88 percent covered by subscription undertakings and guarantee commitments. In addition, members of the board and management have undertaken to subscribe for shares corresponding to a total amount of approximately SEK 0.6 million, or 0.8 percent of the Rights Issue.

Extraordinary General Meeting

The Rights Issue is proposed to be resolved at the Extraordinary General Meeting that will be held on 15 November 2017.

For the complete notice to the Extraordinary General Meeting, please see separate press release.

Indicative timetable

10 November 2017 Q3-report is published

15 November 2017 Extraordinary General Meeting

20 November 2017 Expected date for publication of the prospectus

22 November 2017 Record date. Shareholders who are registered in the Company’s share ledger kept by Euroclear Sweden AB on this day will be assigned subscription rights carrying the right to participate in the Rights Issue

27 November – 7 December 2017 Trading in subscription rights

27 November – 11 December 2017 Subscription period

On or about 14 December 2017 The outcome of the Rights Issue is announced

On or about 27 December 2017 The Rights Issue is completed and registered

Adviser

Pareto Securities AB is financial adviser to SciBase and Setterwalls Advokatbyrå AB is legal adviser to SciBase and Pareto Securities AB in connection with the Rights Issue. Avanza Bank is the Company’s certified adviser.

IMPORTANT INFORMATION

This press release is not an offer or solicitation to acquire shares in SciBase. A prospectus relating to the Rights Issue referred to in this press release will be filed with the Swedish Financial Supervisory Authority. After approval and registration of the prospectus by the Swedish Financial Supervisory Authority, the prospectus will be published and made available, inter alia, on SciBase’s website.

For further information, please contact:

Simon Grant, CEO, Tel +46 72 887 43 99

Michael Colérus, CFO, Tel +46 70 341 34 72

This information is information that SciBase Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 21:00 CET on 26 October, 2017.