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The share issues have been carried out at a subscription price of SEK 5.20 per share and provides the Company with approximately SEK 71.2 million before transaction-related costs.“So far in 2021 we have received MDR certification, launched our NMSC (non-melanoma skin cancer) indication in Europe and filed an application for reimbursement coverage with CMS in Florida, US. With the share issues, we will further accelerate our strategic growth areas and our market penetration in the US by applying for reimbursement in additional regions. Furthermore, we will continue to develop our skin barrier application with a focus on securing additional partnerships. In summary, the share issues provide SciBase with the financing needed to achieve reimbursement in the US, while also strengthening the shareholder base through welcoming new local and international institutional owners such as ÖstVäst Capital Management and the specialist investor Van Herk Investments B.V. Through its investments in BioInvent, Immunicum and Zealand Pharma, Van Herk has shown great success in life science and in addition they also have good knowledge within the field of skin cancer.”, says Simon Grant, CEO of SciBase.
SciBase has carried out a capital raise of approximately SEK 71.2 million. The capital raise is divided into two directed share issues, one to a number of Swedish and international investors, including Van Herk Investments B.V. and ÖstVäst Capital Management, and the other to the Board member Dr. Matt Leavitt who was newly elected on the annual general meeting 2021.
The share issues have been carried out at a subscription price of SEK 5.20 per new share, corresponding to a discount of approximately 11.0 per cent in relation to the volume weighted average price during the previous five (5) trading days of the Company's shares on the Nasdaq First North Growth Market. The subscription price has been determined through negotiations at arm’s length with investors and is assessed to reflect current market conditions and demand.
In connection with the share issues, lock-up agreements with Board members and senior executives of the Company who own shares in the Company have been entered into, including customary terms and exemptions under the direction of Vator Securities.
The net proceeds from the share issues will primarily be used for penetration of the U.S. market, including reimbursement activities and strengthening of the local sales and customer support organization, and for the development of new applications.
The share issue directed to Swedish and international investors has been carried out based on the authorization granted at the annual general meeting on 18 May 2021. The share issue directed to the Board member Dr. Matt Leavitt (who was newly elected on the annual general meeting 2021) is covered by the so-called Leo Act (Chapter 16 of the Swedish Companies Act) and is thus subject to approval from a general shareholder meeting. Notice of an extraordinary general meeting will be announced through a separate press release.
The reasons for the deviation from shareholders’ preemption rights are to raise capital in a cost and time effective manner, diversify the ownership of the Company and to make it possible for the Board member Matt Leavitt to invest and thus achieving alignment with the Company’s shareholders.
To facilitate the completion of the share issue directed to Swedish and international investors, the new shares have been subscribed to by Vator Securities AB as issuing agent at an amount corresponding to the quota value of the shares, for subsequent transfer to the final investors at a price of SEK 5.20 per share, which is finally reported to the Company.
Through the share issues the number of shares in the Company will increase by 13,695,021, from 54,780,086 to 68,475,107 and the share capital will increase by SEK 684,751.05 from SEK 2,739,004.30 to SEK 3,423,755.35. The dilution for existing shareholders amounts to approximately 20 per cent.
Advisers
Vator Securities AB is sole global coordinator and bookrunner and Eversheds Sutherland Advokatbyrå AB is legal advisor to SciBase in connection with the share issues.
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: ca@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 persons set out above, at 8.55 CEST on 31 May 2021.
About SciBase och 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.
Important information
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SciBase in any jurisdiction.
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. The information in this press release may not be announced, published or distributed to Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Afrika, the United States the United States, or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for 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 may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. 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, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.
