As filed with the Securities and Exchange Commission on June 4, 2020
Registration Statement No. 333-238244
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Calliditas Therapeutics AB
(Exact name of registrant as specified in its charter)
| Sweden | | 2834 | | Not applicable |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
Kungsbron 1, C8
SE-111 22
Stockholm, Sweden
Tel: +46 (0) 8 411 3005
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Calliditas Therapeutics Inc.
251 Little Falls Drive
Wilmington, Delaware 19808-1674
(302) 636-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kristopher D. Brown
James Xu
Michael J. Rosenberg
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 02109
(212) 813-8800 | | Dain Hard Nevonen
Nils Fredrik Dehlin
Advokatfirman Vinge KB
Stureplan 8, Box 1703
SE-111 87
Stockholm, Sweden
+46(0) 10 614 30 00 | | Joshua A. Kaufman
Divakar Gupta
Marc A. Recht
Madison A. Jones
Cooley LLP
55 Hudson Yards
New York, New York 10001
(212) 479-6000 | | Joakim Falkner
Henric Roth
Baker & McKenzie Advokatbyrå KB
Vasagatan 7, Box 180
SE-101 23
Stockholm, Sweden
+46 8 566 177 00 |
Approximate date of commencement of proposed sale to public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act. Emerging growth companyx
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
† The term “new or revised financial accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
Calliditas Therapeutics, AB. (the “Registrant”) is filing this Amendment No. 2 to the Registration Statement on Form F-1 (Registration No. 333-238244) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 8(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibits
Number | | Description of Exhibit |
| 1.1* | | Form of Underwriting Agreement. |
| 3.1* | | Articles of Association of the Registrant, as currently in effect and to remain in effect following the offering. |
4.1* | | Form of Deposit Agreement. |
| 4.2* | | Form of American Depositary Receipt (included in Exhibit 4.1). |
| 5.1 | | Opinion of Advokatfirman Vinge, Swedish counsel to the Registrant. |
| 10.1†* | | License Agreement regarding NEFECON, dated June 10, 2019, by and between the Registrant and Everest Medicines II Limited. |
| 10.2* | | English translation of Lease Agreement, dated as of March 20, 2019, by and between Vasaterminalen AB and the Registrant |
| 10.3#* | | English Translation of Warrants 2017/2020 in Calliditas Therapeutics AB (publ) |
| 10.4#* | | English Translation of Warrants 2018/2022 in Calliditas Therapeutics AB (publ) |
| 10.5#* | | English Translation of Warrants 2019/2022 in Calliditas Therapeutics AB (publ) |
| 10.6#* | | Board Long Term Incentive Program 2019 |
| 10.7* | | English Translation of Principles for the 2020 ESOP for the Registrant’s management and key personnel. |
| 10.8#* | | Employment Agreement, by and between the Registrant and Renée Aguiar-Lucander, dated May 1, 2017. |
| 10.9#* | | Employment Agreement, by and between the Registrant and Johan Häggblad, dated May 1, 2017. |
| 10.10#* | | Employment Agreement, by and between the Registrant and Fredrik Johansson, dated August 1, 2017. |
| 10.11#* | | Employment Agreement, by and between the Registrant and Frank Bringstrup, dated February 1, 2019. |
| 10.12#* | | Employment Agreement, by and between the Registrant and Andrew B. Udell, dated March 1, 2019. |
| 10.13#* | | Consulting Agreement, by and between the Registrant and Arden Regulatory, Clinical & Medical Consulting Limited, dated March 18, 2019. |
| 21.1* | | Subsidiaries of the Registrant. |
23.1* | | Consent of Ernst & Young AB, independent registered public accounting firm. |
| 23.2 | | Consent of Advokatfirman Vinge, Swedish counsel to the registrant (included in Exhibit 5.1). |
| 24.1* | | Power of Attorney (included on signature page to this registration statement). |
| 99.1* | | Consent of Director Nominee |
† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
* Previously filed.
# Indicates a management contract or any compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stockholm, Sweden, on June 4, 2020.
| | CALLIDITAS THERAPEUTICS AB |
| | |
| | |
| By: | /s/ Renée Aguiar-Lucander Renée Aguiar-Lucander Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
/s/ Renée Aguiar-Lucander Renée Aguiar-Lucander | | Chief Executive Officer
(Principal Executive Officer) | | June 4, 2020 |
| | | | | |
/s/ Fredrik Johansson Fredrik Johansson | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | June 4, 2020 |
| | | | | |
* Elmar Schnee | | Chairman of the Board of Directors | | June 4, 2020 |
| | | | | |
* Thomas Eklund | | Director | | June 4, 2020 |
| | | | | |
* Hilde Furberg | | Director | | June 4, 2020 |
| | | | | |
* Lennart Hansson, Ph.D. | | Director | | June 4, 2020 |
| | | | | |
* Bengt Julander | | Director | | June 4, 2020 |
| | | | | |
* Diane Parks | | Director | | June 4, 2020 |
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration statement, on June 4, 2020.
| By: | /s/ Renée Aguiar-Lucander | | Authorized Representative in the United States |
| | Calliditas Therapeutics Inc. By: Renée Aguiar-Lucander | | |
| | Title: President | | |
| *By: | /s/ Renée Aguiar-Lucander Renée Aguiar-Lucander
Attorney-in-fact | | |
