The Board of Directors of SciBase Holding AB (publ.) (“SciBase” or the “Company”) has, with support of the authorization granted by the annual general meeting on 18 May 2021 decided on a directed issue of 13,456,021 shares to a number of Swedish and international investors, including Van Herk Investments B.V. and ÖstVäst Capital Management. Furthermore, the Board of Directors has, conditioned by the approval at the extra general meeting, decided on a directed issue of 239,000 shares to the newly elected Board of Director Dr. Matt Leavitt. Notice of the extraordinary general meeting for approval of the share issue to Dr. Matt Leavitt will be announced separately.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
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.