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Notice to extraordinary general meeting in Scibase Holding AB (publ)

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STOCKHOLM, Nov. 12, 2024 /PRNewswire/ — Shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the “Company”), are hereby summoned to an extraordinary general meeting to be held on 13 December 2024 at 10.00 CET at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. The registration to the meeting will open at 9.30 CET.

Right to participate and notice of participation

A shareholder who wishes to participate at the extraordinary general meeting must:

             (i)

                                   

be recorded in the share register maintained by Euroclear Sweden AB on 5 December 2024, and

                                               

               (ii)

                                   

notify the Company of its intention to participate by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com, no later than on 9 December 2024. Notification shall include full name, personal identification number or corporate registration number, address, telephone number, shareholding and, if appropriate, information about assistants (no more than two).

                                   

Nominee-registered shares

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 5 December 2024, voting right registrations completed by the nominee no later than on 9 December 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 9 December 2024.

Participation by proxy

Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity’s certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company’s website, https://scibase.com/.

Proposed agenda   

Opening of the meetingElection of chairman of the meetingPreparation and approval of the voting listApproval of the agendaElection of one or two persons who shall approve the minutes of the meetingDetermination of whether the meeting has been duly convenedResolution to amend the articles of association in order to enable the issues of units under items 8 and 9Resolution to approve of the board of directors’ resolution on a rights issue of unitsResolution to approve of the board of directors’ resolution on a directed issue of unitsClosing of the meeting

PROPOSALS FOR RESOLUTION

Item 7 – Resolution to amend the articles of association in order to enable the issues under items 8 and 9

To enable the registration of the resolution on the issues of units under items 8 and 9 below, the board of directors proposes that the general meeting resolves that the limits to the share capital in § 4 and the number of shares in § 5 of the articles of association are amended.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with items 8 and 9. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

The board of directors proposes that the extraordinary general meeting resolves on the following amendments to sections 4-5 of the articles of association.

Proposed wording section 4:

The share capital shall amount to not less than SEK 16,440,000 and not more than SEK 65,760,000.

Proposed wording section 5:

The number of shares shall not be less than 328,800,000 and not more than 1,315,200,000.

Item 8 – Resolution to approve of the board of directors’ resolution on a rights issue of units

The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution, taken on 12 November 2024, on a new issue of a maximum of 131,723,040 shares, entailing a maximum increase of the share capital of SEK 6,586,152, and a new issue of a maximum of 131,723,040 warrants of series TO 3 entitling to subscription of 131,723,040 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 6,586,152 if all issued warrants of series TO 3 are exercised. In total, the share capital can increase by a maximum of SEK 13,172,304.

The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.

Otherwise, the following conditions shall apply.   

The right to subscribe for units shall, in accordance with the shareholders’ preferential rights, vest with those who are registered as shareholders in the Company on 20 December 2024 (the “Record Date”). Each shareholder receives one (1) unit right for each share held. Five (5) unit rights entitle to subscription of one (1) unit.   The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. The amount that exceeds the share’s quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 are issued free of charge.Subscription for units, with preferential rights, is made with the support of unit rights. The right to receive unit rights to subscribe for units with preferential rights, shall vest with persons registered as shareholders with Euroclear Sweden AB as of the Record Date.Subscription of units with the support of unit rights must be made by simultaneous cash payment during the period from and including 27 December 2024 until and including 13 January 2025. The board of directors has the right to extend the subscription and payment period.Subscription of units without the support of unit rights must be made on a special subscription list during the period from and including 27 December 2024 until and including 13 January 2025. Payment for units that are subscribed for without the support of unit rights must be paid in cash in accordance with the instructions on the transaction note no later than the third banking day after notification of allocation is sent to the subscriber through transaction note. The board of directors has the right to extend the subscription period and payment period.One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.The new shares issued in the rights issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 3 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.The full terms and conditions for the warrants of series TO 3 are available on the Company’s website, https://scibase.com/.In the event all units in the rights issue are not subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the rights issue, resolve on the allotment of units subscribed for without the support of unit rights. In case of over-subscription, allotment shall be made in according to the following principles:
i.  Firstly, allocation shall be made to those who subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in case of oversubscription, in relation to the number of unit rights that each party has exercised for the subscription of units, and, if this is not possible, by drawing lots.
ii.  Secondly, allocation shall be made to other subscribers who subscribed to Units without the support of unit rights, and, in case of oversubscription, in relation to the subscribed amount, and, if this is not possible, by drawing lots.
iii.  Thirdly, allocation of any remaining Units shall be made to guarantors in accordance with signed guarantee commitments. In the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, if this is not possible, by drawing lots.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

A resolution in accordance with this item 8 is conditional on that the general meeting also resolves in accordance with items 7 and 9.

Item 9 – Resolution to approve of the board of directors’ resolution on a directed issue of units

The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution, taken on 12 November 2024, on a new issue of a maximum of 50,008,872 shares, entailing a maximum increase of the share capital of SEK 2,500,443.60, and a new issue of a maximum of 50,008,872 warrants of series TO 3 entitling subscription of 50,008,872 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 2,500,443.60 if all issued warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 5,000,887.20.

The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.

Otherwise, the following conditions shall apply.

The right to subscribe for units shall, with deviation from the shareholders’ preferential rights, vest with Maria Anderkvist, Praktikerinvest AB, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Klimage AB, MLJK Konsult AB and Irene Kotschy. Oversubscription may not occur.  The Company’s board of directors has made an overall evaluation and carefully considered raising the necessary capital only through a rights issue, but has made the assessment that, for several reasons, it is more favorable for the Company and the shareholders to partially raise capital in the capital raising through a directed issue. Among other things, the directed issue reduces the need for guarantee commitments in the rights issue and thus also the fee to guarantors. The directed issue also contributes to strengthening the shareholder base in the Company with professional investors, which is considered positive in a long-term perspective. Since the subscription price in the directed issue was determined by the board of directors based on arms-length discussions with investors at a price corresponding to the closing price of the Company’s share on Nasdaq First North Growth Market on 11 November 2024, it is the board of directors’ assessment that the subscription price in the directed issue therefore reflects current market conditions and demand. Conclusively, the directed issue is deemed to be in the interest of the Company and all shareholders.The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. The amount that exceeds the share’s quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 are issued free of charge. The subscription price has been determined based on an assessment of the current market situation, the historical development of the business and the Company’s business prospects.Subscription and payment of units shall be made no later than on 20 December 2024. The board of directors shall have the right to extend the time for subscription and payment.One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.The full terms and conditions for the warrants of series TO 3 are available on the Company’s website, https://scibase.com/.The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 3 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

A resolution in accordance with this item 9 is conditional upon that the meeting also resolves in accordance with items 7 and 8. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Documentation etc.
The board of directors’ proposals and related documents will be available at the Company’s office and on the Company’s website, www.scibase.se, no later than two weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_______________

Stockholm in November 2024

SciBase Holding AB (publ)

The board of directors

For additional information, please contact:
Pia Renaudin, CEO, tel. +46732069802, e-mail: pia.renaudin@scibase.com

Certified Advisor (CA):

Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
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.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/scibase/r/notice-to-extraordinary-general-meeting-in-scibase-holding-ab–publ-,c4065376

The following files are available for download:

 

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Typeform Delivers New Solutions to Empower B2C Businesses to Better Engage Customers

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Brands can now use video, data enrichment, and AI-powered capabilities to create interactive, hyper-personalized experiences and uncover deeper insights

SAN FRANCISCO, Nov. 14, 2024 /PRNewswire/ — Typeform, the intuitive form builder and conversational data collection platform, today announced new features that provide business-to-consumer (B2C) businesses with the context, clarity, and convenience needed to better engage and understand their customers. Now businesses can further enhance the respondent experience, all while gathering richer, actionable data. 

Today, 70% of consumer decisions are based on emotion, including brand preference.¹ Buyers expect brands to tailor experiences to their personal preferences more than ever, but at the same time, they’re also becoming more cautious about sharing personal information. Typeform’s latest features help brands collect data directly from customers through interactive, personalized experiences they trust, then automatically enhance it with third-party insights to deepen their understanding. This empowers companies to deliver more targeted, data-driven marketing.

“Businesses can’t thrive on surface-level insights,” said Aleks Bass, Chief Product Officer, Typeform. “Our latest innovations give you the ability to dig deeper into truly knowing your customers by providing dynamic data collection experiences that encourage quality responses. Whether boosting conversions with a personalized product recommendation quiz or gathering feedback through video surveys, the common denominator is that your customers enjoy the experience.”

The offerings were unveiled at Typeforum 2024, Typeform’s first-ever virtual product spotlight event, designed to showcase the latest innovations from the company. Newly released features include: 

Enhanced Video Capabilities: Typeform now allows customers to respond with video, providing businesses deeper insights through voice and expressions, not just text. This builds on Typeform’s existing feature that enables creators to record, edit, and embed personalized videos into forms, boosting engagement and conversions. Typeform research found that 65% of marketers believe video is an effective tool for engaging and interacting with customers in ways that feel more human and create connection and loyalty.²Clarify with AI: Typeform’s Clarify with AI acts as a virtual interviewer, prompting follow-up questions based on customer responses. When a customer is asked about their experience and answers vaguely, like “good,” the AI encourages more detailed feedback, asking, “Good, how? What stood out?” For customers, it feels like a personalized conversation. For brands, it delivers more insights. Automated B2C Data Enrichment: Earlier this year, Typeform introduced automated B2B data enrichment, making it easier than ever to understand customers at a deeper level without needing to ask additional questions. Now, consumer-level enrichment is available in the Typeform platform. With just a personal email address, companies can pull in key data points from trusted third-party sources, providing a more complete picture of who’s on the other side of the screen.AI-powered Qualitative Analysis: With this feature, businesses can instantly analyze large volumes of text and video responses to surface key themes and insights, saving hours of manual work. Data Quality Tools: Invisible reCAPTCHA ensures data integrity by blocking bots and automated submissions, allowing only genuine responses to be collected. This safeguard enhances data reliability, helping teams make accurate, data-driven decisions.Klaviyo Integration: Typeform will soon be launching a new integration with Klaviyo, designed for B2C and direct-to-consumer (DTC) marketers. It will ensure that every insight gathered flows seamlessly into Klaviyo. Manual data transfers are eliminated as segments automatically update with Typeform data, enabling hyper-targeted campaigns customized to each customer’s unique profile. This integration combines Typeform’s interactive data collection with Klaviyo’s automation, facilitating more natural, personalized customer connections while driving business growth.

“We built a powerful product recommendation quiz not just to help our customers, but to generate invaluable data that allows us to better segment and engage them with relevant marketing,” said Addison Wennar, Digital Communications Manager, OGEE. “With the holiday shopping season approaching, these insights will be key. Typeform already delivers the highest response rates for us, and I’m excited to see how the new features will amplify that impact.”

The features are available today in Typeform for Growth plans. Watch the Typeforum 2024 recordings and learn how to use Typeform to better understand and engage customers here. 

About Typeform
Typeform is a distinctly intuitive form builder that helps over 150,000 customers collect and validate the data they need to grow their businesses. Designed with striking visuals, a conversational flow, and powerful data capabilities, Typeform empowers brands to give and get more with each form. Typeform drives more than 500 million responses each year and integrates with essential tools including Zapier, HubSpot, and Slack. For more information, visit www.typeform.com.

1         Pendell, R. (2024, October 15). Customer brand preference and decisions: Gallup’s 70/30 principle. Gallup.com. https://www.gallup.com/workplace/398954/customer-brand-preference-decisions-gallup-principle.aspx#:~:text=70%25%20of%20decisions%20are%20based,Making%20Process:%20Rational%20or%20Emotional?

2          Data from a survey of 105 Typeform customers conducted on September 30, 2024.

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SOURCE Typeform S.L.

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Electronic Drives and Controls Celebrates Impressive Growth and Strong Demand for Industrial Automation Solutions

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EDC has announced 39% revenue growth over the past year and a strengthened presence in the metals converting and composites industries. The company has also maintained key certifications, including CSIA, UL508A, Rockwell Automation, Siemens, and Ignition.

PARSIPPANY, N.J., Nov. 14, 2024 /PRNewswire-PRWeb/ — Electronic Drives and Controls, Inc. (EDC), a leading control system integrator and field service company for industrial automation and drive technology, today announced that the company has experienced a year of growth and success, achieving a 39% increase in revenue year-over-year. To meet the growing demand for automation and drive solutions, EDC has expanded its team, hiring Ricky Arcky as human resources manager and Tyler Schaberick as systems engineer. EDC attributes this growth to maintaining industry certifications, digital marketing efforts, a dedicated team, and strong, long-term partnerships.

“We are proud of the growth we’ve achieved this year, which is a testament to the hard work of our team and our commitment to delivering exceptional service to our clients.”

“We are proud of the growth we’ve achieved this year, which is a testament to the hard work of our team and our commitment to delivering exceptional service to our clients,” said Chuck Dillard, Vice President of EDC. “Our recent hires and increased project load reflect our strategy to grow both wider and deeper with our existing clients, as well as entering new industries.”

“We’ve put in years of preparation and invested heavily in digital marketing to get the word out about our services, knowing that growth was inevitable,” Dillard added. “Our team has worked tirelessly and the results speak for themselves: clients continue to return to us because of our technical expertise and the strong results we deliver.”

EDC’s expertise in coating & laminating, wire and cable, PLC programming and upgrades, as well as drive service, has allowed the company to strengthen its presence in the metals converting industry, securing new and expanded projects across multiple client plants. EDC has also successfully completed upgrades for a new client in the composites industry, widening the portfolio of industries it caters to.

In addition to recent growth, EDC remains committed to maintaining the highest industry standards through its CSIA certification, which ensures adherence to best practices in control system integration. Several certifications, including UL508A recertification and certifications from Rockwell Automation, Siemens, and Ignition, further emphasize EDC’s dedication to safety, technical proficiency, and continuous improvement.

About Electronic Drives and Controls, Inc.
Founded in 1968, Electronic Drives and Controls, Inc. (EDC) is a CSIA Certified control system integrator with deep domain expertise in the coating and laminating, and converting industries. The company’s large field service team specializes in AC and DC drives, PLCs and factory automation. Family owned and operated for more than 50 years, EDC’s team of engineers and technicians has a vast experience integrating new control systems and breathing life into older equipment. EDC has the engineering capability to design, build, start-up and service projects from the sophisticated to the simple and the service support team on call 24/7/365 to keep it all running at peak efficiency from day one and for years to come. In addition to the company’s certification as a Siemens Solution Partner and a Rockwell Automation Recognized System Integrator, EDC is a factory authorized/factory trained service center for over 40 drive brands. For more information, visit the company’s website, LinkedIn, Twitter, Facebook, and YouTube.

Media Contact

Georgia Whalen, Rivergate Marketing, (978) 697-2664, Gwhalen@rivergatemarketing.com, www.electronicdrives.com/home/

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SOURCE Electronic Drives and Controls, Inc. (EDC)

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Allstate Financial Services Selects Covr to Provide Life Insurance, Long-Term Care, and Disability Insurance Solutions

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Covr’s Digitally Enabled Insurance Platform Will Simplify the Buying Process

HARTFORD, Conn., Nov. 14, 2024 /PRNewswire/ — Covr, a leading digital insurance provider, has partnered with Allstate Financial Services, LLC to offer a streamlined suite of life, long-term care (LTC), and disability income insurance solutions through Covr’s digital platform. This partnership provides Allstate Financial Services customers with a simple, connected experience, featuring an intuitive, paperless process that makes it easier than ever to purchase insurance tailored to their diverse needs.

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Allstate representatives will collaborate closely with Covr’s sales team to ensure ongoing support. Allstate Financial Services will also benefit from Covr’s top-tier case management services, providing end-to-end support throughout the entire insurance process.

View original content to download multimedia:https://www.prnewswire.com/news-releases/allstate-financial-services-selects-covr-to-provide-life-insurance-long-term-care-and-disability-insurance-solutions-302306004.html

SOURCE Covr Financial Technologies

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