Recalculation of warrants of series TO 2 following rights issue and updated last day of trading in BTA from the rights issue

SciBase recalculated terms for warrants series TO 2 following a board-approved rights issue (resolved 29 Dec 2025): each warrant now entitles the holder to subscribe for 1.09 shares at SEK 0.38 per share, with the subscription period 3–17 April 2029. A repurchase offer saw holders accept 418,150,952 warrants (~83.9%), leaving 80,383,883 outstanding; full exercise of the recalculated warrants would raise approximately SEK 33.3 million and result in issuance of 87,618,432 new shares (share capital increase SEK 4,380,921.60). Administrative timing updates: last day of trading in BTA is 9 Feb 2026 and conversion/delivery of shares will occur on 16 Feb 2026, implying potential dilution and a modest near- to mid-term cash inflow for the company.

Analysis

Market structure: The immediate outcome is increased near-term free float as BTA conversion on 16 Feb 2026 will deliver shares from the Rights Issue and TO2 Offer; this raises potential supply by tens of millions of shares (up to 87.6m if TO2 fully exercised in future) and creates selling pressure risk into Feb–Mar 2026. The recalculated TO2 warrants (80.383m outstanding, 1.09 shares each, strike SEK 0.38, exercise window 3–17 Apr 2029) defer most cash inflow to 2029 (c. SEK 33.3m if fully exercised) so immediate market-cap dilution is driven by BTA conversion, not warrant exercise.

Risk assessment: Tail risks include accelerated secondary selling by rights subscribers or prior warrant holders on 16 Feb causing >20–40% intraday downside for this small-cap medtech; regulatory/device setbacks or failure to monetize Nevisense would compound downside. Short-term (days–weeks): liquidity/flow risk around 9 Feb (last BTA trading) and 16 Feb; medium-term (months): revenue/clinical/regulatory catalysts; long-term (years): exercise of TO2 in 2029 could dilute ~+/-30–50% depending on buybacks or M&A.

Trade implications: Tactical plays should be flow-driven: position sizing must be small (1–3% NAV) and event-timed around 9–16 Feb. Use protective structures (buy puts expiring Mar–Apr 2026 or (if illiquid) short-limited size) ahead of conversion; if post-conversion price dislocation >25% and fundamentals intact (continued Nevisense uptake), initiate accumulation on weakness for multi-year upside.

Contrarian angles: Consensus likely focuses on dilution as purely negative; however SEK 33.3m potential cash in 2029 and recent repurchase of 83.9% of warrants implies active capital structure management and potential management alignment. If the market overreacts on 16 Feb (sell-off >30%), this could present a buying opportunity for a high-risk, high-reward medtech exposure with binary regulatory/commercial outcomes over 12–36 months.

Key Decisions for Investors

• If exposed to SciBase Holding AB (SciBase) equity: reduce position to 1–3% NAV ahead of 9–16 Feb 2026 (BTA last trading 9 Feb, conversion 16 Feb) to avoid immediate float-driven selling; re-enter on weakness if price falls >25% from pre-9 Feb levels and clinical/revenue KPIs remain unchanged.
• Tactical hedge: buy Mar/Apr 2026 protective puts (or put spreads) sized to cover 50% of position notional to protect against a >=20% downside event around 16 Feb; if options unavailable/illiquid, establish a 1–2% NAV short position in SciBase shares as event hedge with strict stop-loss at +15%.
• Speculative long: allocate up to 1% NAV to buy remaining TO2 warrants (if tradable) or long shares only after conversion-driven selloff >30%, targeting 2x return over 12–36 months contingent on revenue growth or positive regulatory news; be prepared for full dilution if warrants exercised in 2029.
• Monitor and act on three defined catalysts within next 90 days: (1) 9 Feb 2026 last BTA trading activity (volume spikes), (2) 16 Feb 2026 share delivery conversion (immediate volume/price reaction), (3) any interim sales/revenue disclosures — reduce exposure by another 50% if daily volume on 16 Feb exceeds 3x average and price declines >20%.