SciBase Reports Successful Repurchase of TO 2 Warrants, Boosting Company Shares

SciBase Holding AB's Successful Offer of TO 2 Warrants

SciBase Holding AB (publ) announced on January 9, 2026, the results of its recent offer to repurchase outstanding warrants of series TO 2. This initiative, decided by the Board of Directors on November 7, 2025, aimed to enhance shareholder value and optimize the company's capital structure. The positive outcome reflects the strong support from investors, with a total of 418,150,952 warrants accepted, representing approximately 83.9% of all outstanding TO 2 warrants.

In this offer, holders were able to exchange two warrants for one newly issued share in the company. This translates into the issuance of 209,075,476 new shares, marking a significant capitalization increase for SciBase. Following the offer's completion, there will remain 80,383,883 outstanding TO 2 warrants. This issuance also indicates a dilution of approximately 33.5% based on the total number of shares post-offer, adhering to the fundamental objective of supporting the company's growth strategy.

The acceptance period for the TO 2 Offer lasted from December 8, 2025, to January 8, 2026, and previously, a group of investors had committed to tendering a substantial 368,709,753 warrants, which accounted for 74% of the total warrants available. Such overwhelming acceptance reinforces investor confidence in SciBase’s trajectory, highlighting the company’s potential for future growth.

Moving forward from the TO 2 Offer, subscription for the shares will occur through a directed set-off issue of new shares to all warrant holders who accepted the offer. The Board of Directors plans to resolve the Set-off Issue around January 27, 2026. Notably, shares obtained through this offer will not provide rights to participate in the upcoming rights issue announced by the Board on December 29, 2025, which targets approximately SEK 83 million.

This repurchase initiative contributes to a broader strategy aimed at reinforcing SciBase’s financial position and market presence. With over two decades of research investment from the Karolinska Institutet in Stockholm, the company has established itself as a leader in medical technology, particularly in dermatology diagnostics. SciBase focuses on early detection and intervention, which is expected only to improve as the company advances its innovative Nevisense platform that utilizes AI and advanced EIS technology. The intended outcome is to enhance diagnostic accuracy in dermatology and contribute positively to patient care.

Advisors and Compliance

In conjunction with the TO 2 Offer, SciBase engaged Bergs Securities and Birchtree Advisory as financial advisors, while Advokatfirman Schjødt provided legal counsel. The complexities of securities issuance require thorough adherence to regulations, particularly in Sweden. It's imperative for investors beyond Sweden to be aware of any jurisdictional restrictions affecting their participation in the offer.

The TO 2 Offer serves as a meaningful step in SciBase's journey, combining sound business practices with innovative advancements in medicine. This alignment of finance and technology indicates a path toward maintaining robust shareholder value while progressing in the fast-evolving field of medical diagnostics.