STOCKHOLM, Sept. 3, 2026 /PRNewswire/ -- The Board of Directors of SciBase Holding AB (publ) ("SciBase" or the "Company") has today, pursuant to the authorisation granted by the annual general meeting held on 19 May 2026, resolved to carry out an issue of shares of approximately SEK 57.5 million, before deduction of transaction costs, with preferential rights for the Company's shareholders (the "Rights Issue"). All existing shareholders will receive one (1) subscription right for each share held on the record date of 10 September 2026. Eight (8) subscription rights entitle the holder to subscribe for three (3) new shares in the Company at a subscription price of SEK 15 per share. A number of existing shareholders, including Ribbskottet AB, Castle Biosciences Inc, Haga Gruppen Holding AB, Life Science Invest Fund 1 ApS and Praktikerinvest AB, have provided subscription undertakings amounting in aggregate to approximately SEK 33.3 million, corresponding to approximately 58 percent of the Rights Issue. In addition, Bergs Securities AB ("Bergs Securities") has entered into a letter of intent to provide a guarantee commitment of approximately SEK 24.2 million prior to the expiry of the subscription period, corresponding to approximately 42 percent of the Rights Issue (the "Guarantee Intention"). In connection with the Guarantee Intention, Bergs Securities has entered into sub-guarantee agreements with a consortium of investors corresponding to the entire intended guarantee commitment. The subscription undertakings and the Guarantee Intention amount in aggregate to approximately SEK 57.5 million, corresponding to the entire Rights Issue. The net proceeds from the Rights Issue are primarily intended to be used to drive the Company's continued commercialisation with a focus on the US market.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED UNDER SWEDISH LAW, IS PROHIBITED OR WOULD OTHERWISE BE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION, OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.
Summary of the Rights Issue
- The Board of Directors of SciBase has today, pursuant to the authorisation granted by the annual general meeting held on 19 May 2026, resolved to carry out the Rights Issue of shares of approximately SEK 57.5 million, before deduction of transaction costs.
- The net proceeds from the Rights Issue are intended to be used primarily to finance continued commercialisation activities with a focus on the US market.
- Shareholders who, on the record date of 10 September 2026, are registered in the share register maintained by Euroclear Sweden AB will receive one (1) subscription right for each share held. Eight (8) subscription rights entitle the holder to subscribe for three (3) new shares.
- The subscription price has been set at SEK 15 per share.
- The subscription period in the Rights Issue runs from and including 15 September 2026 up to and including 29 September 2026.
- Trading in subscription rights is expected to take place from and including 15 September 2026 up to and including 24 September 2026.
- The Rights Issue is covered by subscription undertakings in an aggregate amount of approximately SEK 33.3 million, corresponding to approximately 58 percent of the Rights Issue. In addition, Bergs Securities has entered into the Guarantee Intention of approximately SEK 24.2 million, corresponding to approximately 42 percent of the Rights Issue. Bergs Securities has entered into sub-guarantee agreements with a consortium of investors corresponding to the entire intended guarantee commitment. The subscription undertakings and the Guarantee Intention amount in aggregate to approximately SEK 57.5 million, corresponding to the entire Rights Issue.
- Of the subscription undertakings entered into, totalling approximately SEK 33.3 million, members of the Board of Directors and management of SciBase have undertaken to subscribe for shares in an aggregate amount of approximately SEK 1.2 million, corresponding to approximately 2 percent of the Rights Issue.
- In connection with the Rights Issue, the Company is preparing an information document. Further information about the Rights Issue and the Company will be provided in the information document, which is expected to be published on the Company's website on or around 14 September 2026.
"SciBase is in an exciting period, in which our melanoma diagnostics business is developing positively in the United States while we expect to reach an important commercial milestone in the form of reimbursement in the near future. The collaboration with Castle Biosciences creates significant potential within the diagnosis of atopic dermatitis and several other skin diseases. The collaboration covers the US market, which gives us the opportunity to address skin barrier diseases on our own in Europe and in further markets. Taken together, SciBase holds strong positions across several segments, which together create conditions for growth in both the short and the long term," says Pia Renaudin, CEO of SciBase.
"Under Pia's leadership, SciBase has established a strong position in the United States within melanoma diagnostics and has made significant progress within its other indication areas. The Company also has a well-functioning organisation that includes strong commercial teams in both the United States and Germany. The work to find a qualified successor is progressing well and our ambition is to present a new CEO in the coming months. The new CEO will have an important role in further developing SciBase from the strong position the company has established, with an undiminished focus on commercial development and cost control," says Jesper Høiland, Chairman of the Board of SciBase.
Background and reasons for the Rights Issue and use of proceeds
SciBase is a fast-growing medical technology company specialising in early detection and prevention within dermatology through the commercialisation of Nevisense, a patient-centric platform that combines AI and EIS technology (Electrical Impedance Spectroscopy) to increase diagnostic accuracy and thereby ensure early detection and prevention of skin diseases.
SciBase holds a strong position within melanoma diagnostics in Germany and an emerging position in the United States, where the Company is now focusing its resources. During the first half of 2026, SciBase's revenue grew by approximately 68 percent, to approximately SEK 29.6 million, driven by strong momentum in the United States. Within melanoma diagnostics, sales in the United States grew by approximately 79 percent, driven by strong sales of electrodes to both existing and new customers. The Company assesses that it is well positioned for continued growth in the United States, where access to reimbursement will be an important driver.
Alongside melanoma diagnostics in the United States, SciBase has for just over a year had an extensive collaboration with Castle Biosciences Inc ("Castle Biosciences") relating to the diagnosis of atopic dermatitis and a number of other skin diseases. The collaboration with Castle Biosciences is developing well and, during the most recent quarter, the first patients were enrolled in a study aimed at predicting flares in atopic dermatitis.
During the year, SciBase has devoted significant resources to strengthening its growth opportunities within both melanoma diagnostics and other indications. Extensive resources have been devoted to enabling reimbursement in the United States, where the Company assesses that an initial reimbursement decision will be received no later than early 2027. In order to meet increasing demand for Nevisense within both melanoma diagnostics and other indications, the Company has invested in increased production capacity, which has also increased the working capital tied up in the business. The measures taken strengthen SciBase's growth opportunities in both the short and the long term but have weighed on cash flow.
In order to capitalise on the strong momentum in the business and to finance the Company's operations over the coming year, the Company has resolved to carry out the Rights Issue.
The Rights Issue
Shareholders who, on the record date of 10 September 2026, are registered in SciBase's share register will receive one (1) subscription right for each share held in the Company. Eight (8) subscription rights entitle the holder to subscribe for three (3) new shares. The subscription price has been set at SEK 15 per share, meaning that SciBase will receive gross proceeds of approximately SEK 57.5 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to apply for subscription of shares in the Rights Issue without the support of subscription rights.
The subscription period in the Rights Issue is expected to run from and including 15 September 2026 up to and including 29 September 2026. The last day of trading in SciBase's shares including the right to receive subscription rights in the Rights Issue is 8 September 2026. The shares will be traded excluding the right to receive subscription rights in the Rights Issue from and including 9 September 2026. Trading in subscription rights is expected to take place on Nasdaq First North Growth Market during the period from and including 15 September 2026 up to and including 24 September 2026, and trading in BTA (paid subscribed shares) will take place on Nasdaq First North Growth Market during the period from and including 15 September 2026 until on or around 16 October 2026 (following registration of the Rights Issue with the Swedish Companies Registration Office).
In the event that not all shares in the Rights Issue are subscribed for with the support of subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without the support of subscription rights in accordance with the following allotment principles:
- Firstly, allotment shall be made to those who have subscribed for shares with the support of subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, in proportion to the number of subscription rights that each party has exercised for subscription of shares and, to the extent this is not possible, by the drawing of lots.
- Secondly, allotment shall be made to other subscribers who have subscribed for shares without the support of subscription rights and, in the event of oversubscription, in proportion to the number of shares subscribed for and, to the extent this is not possible, by the drawing of lots.
- Thirdly and lastly, any remaining shares shall be allotted to any parties that have guaranteed the Rights Issue, pro rata in relation to any guarantee undertakings provided and in accordance with any guarantee agreements entered into.
If the Rights Issue is fully subscribed, a maximum of 3,834,487 new shares may be issued, corresponding to a maximum dilution of approximately 27 percent of the total number of shares and votes in the Company. Shareholders have the opportunity to compensate themselves financially for this dilution effect by selling the subscription rights they receive.
Indicative timetable for the Rights Issue
Last day of trading in the share including the right to receive subscription rights | 8 September 2026 |
First day of trading in the share excluding the right to receive subscription rights | 9 September 2026 |
Expected date of publication of the information document relating to the Rights Issue | On or around 14 September 2026 |
Record date in the Rights Issue | 10 September 2026 |
Trading in subscription rights | 15-24 September 2026 |
Subscription period | 15-29 September 2026 |
Trading in paid subscribed shares (BTA) | 15 September - 16 October 2026 |
Expected publication of the outcome of the Rights Issue | 1 October 2026 |
Number of shares and share capital
The Rights Issue entails that the share capital may increase by a maximum of SEK 19,172,435, from SEK 51,126,500 to SEK 70,298,935, and that the number of shares may increase by a maximum of 3,834,487 shares, from 10,225,300 shares to 14,059,787 shares, corresponding to a maximum dilution of approximately 27 percent of the total number of shares and votes in the Company following registration of the Rights Issue with the Swedish Companies Registration Office.
Subscription undertakings and Guarantee Intention
Several existing shareholders, including Ribbskottet AB, Castle Biosciences Inc, Haga Gruppen Holding AB, Life Science Invest Fund 1 ApS and Praktikerinvest AB, as well as members of the Company's Board of Directors and management, have entered into subscription undertakings in an aggregate amount of approximately SEK 33.3 million, corresponding to approximately 58 percent of the Rights Issue. Castle Biosciences' undertaking is conditional upon Castle Biosciences' holding in the Company, following the Rights Issue, being below 20 percent of the total number of outstanding shares and votes in the Company.
Furthermore, Bergs Securities has entered into the Guarantee Intention of approximately SEK 24.2 million, corresponding to approximately 42 percent of the Rights Issue. Bergs Securities may, up until the expiry of the subscription period, fulfil the Guarantee Intention, whereupon a binding guarantee commitment arises. In support of the Guarantee Intention, Bergs Securities has entered into sub-guarantee agreements, corresponding to the entire intended guarantee commitment, with a number of investors against pre-agreed compensation.
In the event that the guarantee commitment under the Guarantee Intention is fulfilled by Bergs Securities, guarantee compensation will be payable amounting to 10 percent of the guaranteed amount in cash or, alternatively, 12 percent of the guaranteed amount in newly issued shares in the Company. If the guarantee compensation is settled in newly issued shares, these will be issued at a subscription price corresponding to the subscription price per share in the Rights Issue. The Board of Directors intends to resolve on a directed issue of shares if the guarantee compensation is to be paid in the form of shares, pursuant to the same authorisation as is used for the Rights Issue. In aggregate, a maximum of 193,669 shares may be issued in the form of guarantee compensation, meaning that the share capital may increase by a further maximum of SEK 968,345 and result in additional dilution of approximately 1.4 percent. The compensation has been determined following arm's length negotiations and is deemed to reflect prevailing market conditions. No compensation is payable to those who have provided subscription undertakings, with or without the support of pre-emptive rights. No undertakings or intentions in connection with the Rights Issue are, or will be, secured by bank guarantee, blocked funds, pledge or similar arrangements.
Information document
In connection with the Rights Issue, the Company is preparing an information document. Further information about the Rights Issue and the Company will be provided in the information document, which is expected to be published on the Company's website on or around 14 September 2026.
The Swedish Foreign Direct Investment Screening Act
The Company assesses that it conducts activities worthy of protection pursuant to the Swedish Act (2023:560) on the Screening of Foreign Direct Investments (the "FDI Act"). In accordance with the FDI Act, the Company is required to inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be subject to a notification requirement. Where an investment is subject to a notification requirement, it must, before it is completed, be notified to the Swedish Inspectorate of Strategic Products ("ISP"). An investment may be subject to a notification requirement if (i) the investor, any person in its ownership structure or any person on whose behalf the investor is acting would, following completion of the investment, hold votes corresponding to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, (ii) the investor acquires the Company through the investment and the investor, any person in its ownership structure or any person on whose behalf the investor is acting would, directly or indirectly, have at its disposal 10 percent or more of the total number of votes in the Company, and (iii) the investor, any person in its ownership structure or any person on whose behalf the investor is acting would, through the investment, obtain direct or indirect influence over the management of the Company. The investor may be subject to an administrative fine if an investment that is subject to a notification requirement is completed before ISP has either (i) decided to take no action in respect of the notification or (ii) approved the investment. Each shareholder should consult an independent legal adviser regarding the potential application of the FDI Act to the Rights Issue for that individual shareholder.
Advisers
SciBase has engaged Bergs Securities and Birchtree Advisory as financial advisers and BAHR as legal adviser in connection with the Rights Issue. Bergs Securities is also acting as issuing agent in connection with the Rights Issue.
For further information, please contact:
Jesper Høiland, Chairman of the Board, telephone +45 612 207 30
Michael Colérus, Chief Financial Officer, telephone +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, on 3 September 2026 at 8.45 CEST.
Certified Adviser (CA):
DNB Carnegie Investment Bank AB (publ) Telephone: +46 8 588 68 570, E-mail: certifiedadviser@carnegie.se
About SciBase:
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015 and the company's Certified Adviser is DNB Carnegie Investment Bank AB (publ). Learn more at www.scibase.com. For press releases and financial reports visit: http://investors.scibase.se/en/pressreleases
Important information:
The publication, release or distribution of this press release may in certain jurisdictions be subject to restrictions by law, and persons in the jurisdictions in which this press release has been made public or distributed should inform themselves about, and comply with, such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with the applicable rules in each jurisdiction.
The availability of the Rights Issue to holders not resident in Sweden may be affected by the legislation of the relevant jurisdiction in which they are located. Holders not resident in Sweden should inform themselves about, and comply with, all applicable laws and regulations.
This press release does not constitute an offer of, or an invitation to, acquire or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in respect of the Rights Issue. The information document will be made available on the Company's website (https://investors.scibase.se).
This press release does not identify, and does not purport to identify, any risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is intended only to describe the background to the Rights Issue and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information in this press release.
This press release does not constitute an offer of, or an invitation to, acquire or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the "Securities Act"), and may not be offered or sold in the United States absent registration, or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which such release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require registration, or measures other than those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not relate to historical facts and events, as well as statements relating to the future which, for example, contain expressions such as "anticipates", "intends", "may", "will", "should", "estimates", "believes", "could", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results, financial position, cash flows, plans and expectations regarding the company's operations and management, future growth and profitability, as well as the general economic and regulatory environment and other circumstances affecting the company, many of which are in turn based on further assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting principles, accounting methods and tax policies), which, individually or together, may be material to the company's results or its ability to conduct its operations. Although the Company considers that these assumptions were reasonable when they were made, they are by their nature subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and that may be beyond the Company's control. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressed or implied in such forward-looking statements. Prospective investors should therefore not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly recommended to read those sections of the information document that contain a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements in this press release are valid only as at the date of this press release and may be subject to change without notice.
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