|
Sweden
|
| |
2834
|
| |
Not applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
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 |
| |
Divakar Gupta
Marc A. Recht Joshua A. Kaufman 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 |
|
| | ||||||||||||||
Title of each class of securities
to be registered |
| | |
Proposed maximum
aggregate offering price(1)(2) |
| | |
Amount of
registration fee(3) |
| ||||||
Common shares, quota value SEK 0.04 per share(4)
|
| | | | $ | | | | | | $ | | |
| | |
Page
|
| |||
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| | | | 181 | | | |
| | | | F-1 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
(SEK in thousands,
except per share amounts) |
| |||||||||
Consolidated Statement of Income Data: | | | | | | | | | | | | | |
Net sales | | | | | 184,829 | | | | | | — | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | (149,826) | | | | | | (99,260) | | |
Administrative and selling
|
| | | | (62,882) | | | | | | (31,132) | | |
Other operating income
|
| | | | 4,385 | | | | | | 0 | | |
Other operating expenses
|
| | | | (4,525) | | | | | | (2,090) | | |
Operating loss | | | | | (28,019) | | | | | | (132,482) | | |
Financial income | | | | | 926 | | | | | | 441 | | |
Financial expenses | | | | | (5,408) | | | | | | (8) | | |
Loss before income tax | | | | | (32,501) | | | | | | (132,049) | | |
Income taxes | | | | | (77) | | | | | | — | | |
Net loss for the period attributable to shareholders | | | | | (32,578) | | | | | | (132,049) | | |
Loss per share before and after dilution | | | | | (0.88) | | | | | | (5.09) | | |
|
| | |
As of December 31, 2019
|
| ||||||
| | |
Actual
|
| |
As Adjusted
|
| |||
| | |
(SEK in thousands)
|
| ||||||
Consolidated Statement of Financial Position Data: | | | | | | | | | | |
Cash | | | | | 753,540 | | | | | |
Working capital | | | | | 767,762 | | | | | |
Total assets | | | | | 845,200 | | | | | |
Total liabilities | | | | | 57,129 | | | | | |
Total equity | | | | | 788,071 | | | | |
| | |
As of December 31, 2019
|
| ||||||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| |||||||||
| | |
$
|
| |
SEK
|
| |
$
|
| |
SEK
|
| |||
| | |
(in thousands)
|
| ||||||||||||
Cash | | |
|
| | | | 753,540 | | | |
|
| |
|
|
Shareholders’ equity | | | | | | | | | | | | | | | | |
Share capital
|
| | | | | | | 1,548 | | | | | | | | |
Additional paid-in capital
|
| | | | | | | 1,274,664 | | | | | | | | |
Reserves
|
| | | | | | | (45) | | | | | | | | |
Retained earnings including net loss for the year
|
| | | | | | | (488,096) | | | | | | | | |
Total equity attributable to shareholders of the Parent Company | | | | | | | | 788,071 | | | | | | | | |
Total capitalization | | | | | | | | 788,071 | | | | | | | | |
| Assumed initial offering price | | | | $ | | | |
|
Historical net tangible book value per ADS as of December 31, 2019
|
| | | | | | |
|
Increase in pro forma net tangible book value attributable to new investors
|
| | | | | | |
| Pro forma net tangible book value after the global offering | | | | | | | |
| Dilution to new investors participating in the global offering | | | | $ | | | |
| | |
Shares or ADSs(1)
Purchased |
| |
Total
Consideration |
| | | | | | | | | | | | | | | ||||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |
Average
Price per Share |
| |
Average
Price per ADS |
| | | ||||||||||||||||||||||
Existing shareholders | | | | | | | | | | | % | | | | | $ | | | | | | % | | | | | $ | | | | | $ | | | | | |||||||
New investors | | | | | | | | | | % | | | | | $ | | | | | | % | | | | | $ | | | | | $ | | | | | ||||||||
Total
|
| | | | | | | | | | 100% | | | | | $ | | | | | | | 100% | | | | | $ | | | | | $ | | | | | | | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
(SEK in thousands,
except per share amounts) |
| |||||||||
Consolidated Statement of Income Data: | | | | | | | | | | | | | |
Net sales | | | | | 184,829 | | | | | | — | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | (149,826) | | | | | | (99,260) | | |
Administrative and selling
|
| | | | (62,882) | | | | | | (31,132) | | |
Other operating income
|
| | | | 4,385 | | | | | | | | |
Other operating expenses
|
| | | | (4,525) | | | | | | (2,090) | | |
Operating loss | | | | | (28,019) | | | | | | (132,482) | | |
Financial income | | | | | 926 | | | | | | 441 | | |
Financial expenses | | | | | (5,408) | | | | | | (8) | | |
Loss before income tax | | | | | (32,501) | | | | | | (132,049) | | |
Income taxes | | | | | (77) | | | | | | — | | |
Net loss for the period attributable to shareholders | | | | | (32,578) | | | | | | (132,049) | | |
Loss per share before and after dilution | | | | | (0.88) | | | | | | (5.09) | | |
|
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
(SEK in thousands)
|
| |||||||||
Consolidated Statement of Financial Position Data: | | | | | | | | | | | | | |
Cash | | | | | 753,540 | | | | | | 646,175 | | |
Working capital | | | | | 767,762 | | | | | | 617,727 | | |
Total assets | | | | | 845,200 | | | | | | 648,417 | | |
Total liabilities | | | | | 57,129 | | | | | | 30,242 | | |
Total equity | | | | | 788,071 | | | | | | 618,175 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
(SEK in thousands,
except per share amounts) |
| |||||||||
Consolidated Statement of Income Data: | | | | | | | | | | | | | |
Net sales | | | | | 184,829 | | | | | | — | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | (149,826) | | | | | | (99,260) | | |
Administrative and selling
|
| | | | (62,882) | | | | | | (31,132) | | |
Other operating income
|
| | | | 4,385 | | | | | | 0 | | |
Other operating expenses
|
| | | | (4,525) | | | | | | (2,090) | | |
Operating loss | | | | | (28,019) | | | | | | (132,482) | | |
Financial income | | | | | 926 | | | | | | 441 | | |
Financial expenses | | | | | (5,408) | | | | | | (8) | | |
Loss before income tax | | | | | (32,501) | | | | | | (132,049) | | |
Income taxes | | | | | (77) | | | | | | — | | |
Net loss for the year attributable to shareholders | | | | | (32,578) | | | | | | (132,049) | | |
Loss per share before and after dilution | | | | | (0.88) | | | | | | (5.09) | | |
| | |
Years Ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
(SEK in thousands)
|
| |||||||||
Cash used in operating activities | | | | | (71,011) | | | | | | (128,191) | | |
Cash used in investing activities | | | | | (18,072) | | | | | | — | | |
Cash provided by financing activities | | | | | 198,835 | | | | | | 716,572 | | |
Net increase in cash | | | | | 109,752 | | | | | | 588,381 | | |
| | |
Payments due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 Year |
| |
1-3 years
|
| |
4-5 Years
|
| |
More than
5 years |
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Operating lease obligations(1) | | | | | 6,655 | | | | | | 3,816 | | | | | | 2,839 | | | | | | — | | | | | | — | | |
Total
|
| | | | 6,655 | | | | | | 3,816 | | | | | | 2,839 | | | | | | — | | | | | | — | | |
Currency Exposure 2019 (%)
|
| |
Revenue
|
| |
Operating
expenses |
| ||||||
USD | | | | | 100% | | | | | | 22% | | |
EUR | | | | | — | | | | | | 54% | | |
GBP | | | | | — | | | | | | 3% | | |
SEK | | | | | — | | | | | | 21% | | |
Currency Exposure 2018 (%)
|
| |
Revenue
|
| |
Operating
expenses |
| ||||||
USD | | | | | — | | | | | | 10% | | |
EUR | | | | | — | | | | | | 52% | | |
GBP | | | | | — | | | | | | 2% | | |
SEK | | | | | — | | | | | | 36% | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Executive Officers: | | | | | | | |
Renée Aguiar-Lucander | | | 57 | | | Chief Executive Officer | |
Fredrik Johansson | | | 43 | | | Chief Financial Officer | |
Krassimir Mitchev, M.D., Ph.D. | | | 60 | | | Chief Medical Officer | |
Johan Häggblad, Ph.D. | | | 61 | | | Chief Scientific Officer | |
Andrew Udell | | | 49 | | | Vice President, North America Commercial | |
Frank Bringstrup, M.D. | | | 60 | | | Vice President Regulatory Affairs | |
Directors: | | | | | | | |
Elmar Schnee(2) | | | 60 | | | Chairman of the Board of Directors | |
Thomas Eklund(1) | | | 53 | | | Director | |
Hilde Furberg(1) | | | 61 | | | Director | |
Lennart Hansson, Ph.D.(1) | | | 64 | | | Director | |
Bengt Julander(2) | | | 66 | | | Director | |
Diane Parks(2) | | | 67 | | | Director | |
| | | | | | | | |
Percentage of
Shares Beneficially Owned |
| |
Shares Being
Sold if Option Is Exercised |
| |
Shares Owned
Post-Offering* |
| ||||||
Name of beneficial owner
|
| |
Number of Shares
Beneficially Owned |
| |
Before
Global Offering |
| |
After
Global Offering |
| ||||||||||||
5% or Greater Shareholders (including the Selling Shareholder):
|
| | | | | | ||||||||||||||||
Stiftelsen Industrifonden (1) | | | | | | | | | | | | | | | | | ||||||
Linc AB(2) | | | | | | | | | | | | | | | | | ||||||
Investinor AS(3) | | | | | | | | | | | | | | | | | ||||||
Fourth Swedish National Pension Fund(4) | | | | | | | | | | | | | | | | | ||||||
Gladiator(5) | | | | | | | | | | | | | | | | | ||||||
BVF Partners LP(6) | | | | | | | | | | | | | | | | | ||||||
Executive Officers and Directors: | | | | | | | ||||||||||||||||
Renée Aguiar-Lucander(7) | | | | | 412,400 | | | | | | 1.05% | | | | | | ||||||
Fredrik Johansson(8) | | | | | 88,250 | | | | | | * | | | | | | ||||||
Krassimir Mitchev, M.D., Ph.D. | | | | | — | | | | | | — | | | | | | ||||||
Johan Häggblad, Ph.D.(9) | | | | | 199,000 | | | | | | * | | | | | | ||||||
Andrew Udell | | | | | — | | | | | | — | | | | | | ||||||
Frank Bringstrup, M.D. | | | | | — | | | | | | — | | | | | | ||||||
Elmar Schnee | | | | | — | | | | | | — | | | | | | ||||||
Hilde Furberg(10) | | | | | 44,750 | | | | | | * | | | | | | ||||||
Lennart Hansson, Ph.D.(11) | | | | | 12,000 | | | | | | * | | | | | | ||||||
Thomas Eklund(12)
|
| | | | 111,250 | | | | | | * | | | | | | ||||||
Bengt Julander(2)
|
| | | | 4,836,108 | | | | | | 12.49% | | | | | | ||||||
Diane Parks | | | | | — | | | | | | — | | | | | | ||||||
All current directors and executive officers as
a group (12 persons)(13) |
| | | | 5,703,358 | | | | | | 14.44% | | | | | | | | | |
|
Year
|
| |
Transaction
|
| |
Nominal
Value |
| |
Subscription
Price per Share (SEK) |
| |
Increase in
Number of Shares |
| |
Increase
in Share Capital (SEK) |
| |
Total
Number of Shares |
| |
Total Share
Capital (SEK) |
| ||||||||||||||||||
|
2004
|
| | Foundation | | | | | 100 | | | | | | — | | | | | | 1,000 | | | | | | 100,000 | | | | | | 1,000 | | | | | | 100,000 | | |
|
2004
|
| | New share issue | | | | | 100 | | | | | | 25,000 | | | | | | 12 | | | | | | 1,200 | | | | | | 1,012 | | | | | | 101,200 | | |
|
2005
|
| | New share issue | | | | | 100 | | | | | | 50,562 | | | | | | 178 | | | | | | 17,800 | | | | | | 1,190 | | | | | | 119,000 | | |
|
2009
|
| | New share issue | | | | | 100 | | | | | | 60,000 | | | | | | 132 | | | | | | 13,200 | | | | | | 1,322 | | | | | | 132,000 | | |
|
2012
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 664 | | | | | | 66,400 | | | | | | 1,986 | | | | | | 198,600 | | |
|
2013
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 813 | | | | | | 81,300 | | | | | | 2,799 | | | | | | 279,900 | | |
|
2014
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 189 | | | | | | 18,900 | | | | | | 2,988 | | | | | | 298,800 | | |
|
2014
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 809 | | | | | | 80,900 | | | | | | 3,797 | | | | | | 379,700 | | |
|
2015
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 756 | | | | | | 75,600 | | | | | | 4,553 | | | | | | 455,300 | | |
|
2016
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 752 | | | | | | 75,200 | | | | | | 5,305 | | | | | | 530,500 | | |
|
2017
|
| | New share issue | | | | | 100 | | | | | | 52,950 | | | | | | 605 | | | | | | 60,500 | | | | | | 5,910 | | | | | | 591,000 | | |
|
2017
|
| | Share split (1:10) | | | | | 10 | | | | | | — | | | | | | 53,190 | | | | | | — | | | | | | 59,100 | | | | | | 591,000 | | |
|
2017
|
| | New share issue | | | | | 10 | | | | | | 5,295 | | | | | | 7,026 | | | | | | 70,260 | | | | | | 66,126 | | | | | | 661,260 | | |
|
Year
|
| |
Transaction
|
| |
Nominal
Value |
| |
Subscription
Price per Share (SEK) |
| |
Increase in
Number of Shares |
| |
Increase
in Share Capital (SEK) |
| |
Total
Number of Shares |
| |
Total Share
Capital (SEK) |
| ||||||||||||||||||
|
2017
|
| | New share issue | | | | | 10 | | | | | | 5,295 | | | | | | 566 | | | | | | 5,660 | | | | | | 66,692 | | | | | | 666,920 | | |
|
2017
|
| | Share split (1:250) | | | | | 0.04 | | | | | | — | | | | | | 16,606,308 | | | | | | — | | | | | | 16,673,000 | | | | | | 666,920 | | |
|
2018
|
| | Conversion of bridge loans in connection with offering |
| | | | 0.04 | | | | | | | | | | | | 2,114,903 | | | | | | 84,596.12 | | | | | | 18,787,903 | | | | | | 751,516.12 | | |
|
2018
|
| | New share issue in connection with listing |
| | | | 0.04 | | | | | | | | | | | | 16,414,444 | | | | | | 656,577.76 | | | | | | 35,202,347 | | | | | | 1,408,093.88 | | |
|
2019
|
| | New share issue | | | | | 0.04 | | | | | | 60.00 | | | | | | 3,505,291 | | | | | | 140,211.64 | | | | | | 38,707,638 | | | | | | 1,548,305.52 | | |
|
Number of Directors
|
| |||
| Sweden. Under the Swedish Companies Act, a public company shall have a board of directors consisting of at least three directors. More than half of the directors shall be resident within the European Economic Area (unless otherwise approved by the Swedish Companies Registration Office). The actual number of board members shall be determined by a shareholders’ meeting, within the limits set out in the company’s articles of association. Under the Swedish Code, only one director may also be a senior executive of the relevant company or a subsidiary. The Swedish Code includes certain independence requirements for the directors, and requires a majority of the directors to be independent of the company and at least two directors to also be independent of major shareholders. | | | Delaware. Under the Delaware General Corporation Law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws. The Delaware General Corporation Law does not address director independence, though Delaware courts have provided general guidance as to determining independence, including that the determination must be both an objective and a subjective assessment. | |
|
Removal of Directors
|
| |||
| Sweden. Under the Swedish Companies Act, directors appointed at a general meeting may be removed by a resolution adopted at a general meeting, upon the affirmative vote of a simple majority of the votes cast. | | | Delaware. Under the Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, stockholders may effect such removal only for cause. | |
|
Vacancies on the Board of Directors
|
| |||
| Sweden. Under the Swedish Companies Act, if a director’s tenure should terminate prematurely, the election of a new director may be deferred until the time of the next annual general meeting, providing there are enough remaining directors to constitute a quorum. | | | Delaware. Under the Delaware General Corporation Law, vacancies on a corporation’s board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors. | |
|
Annual General Meeting
|
| |||
| Sweden. Under the Swedish Companies Act, within six months of the end of each fiscal year, the shareholders shall hold an annual general meeting at which the board of directors shall present the annual report and auditor’s report and, for a parent company which is obliged to prepare group accounts, the group accounts and the auditor’s report for the group. Shareholder meetings shall be held in the city stated in the articles of association. The minutes of a shareholders’ meeting must be | | | Delaware. Under the Delaware General Corporation Law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws. If a company fails to hold an annual meeting or fails to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the | |
| made available on the company’s website no later than two weeks after the meeting. | | | annual meeting, or if no date was designated, 13 months after either the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, whichever is later, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The Delaware General Corporation Law does not require minutes of stockholders’ meetings to be made public. | |
|
Special Meeting
|
| |||
| Sweden. Under the Swedish Companies Act, the board of directors shall convene an extraordinary general meeting if a shareholder minority representing at least ten per cent of the company’s shares or the auditor of the company so demands, and the board of directors may convene an extraordinary general meetings whenever it believes reason exists to hold an extraordinary general meeting prior to the next annual general meeting. | | | Delaware. Under the Delaware General Corporation Law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. | |
|
Notices
|
| |||
| Sweden. Under the Swedish Companies Act, a shareholders’ meeting must be preceded by a notice. The notice of the annual general meeting of shareholders must be issued no sooner than six weeks and no later than four weeks before the date of an annual general meeting. In general, notice of other extraordinary general meetings must be issued no sooner than six weeks and no later than three weeks before the meeting. Publicly listed companies must always notify shareholders of a general meeting by advertisement in a Swedish newspaper, the Swedish Official Gazette, by press release, and on the company’s website. | | | Delaware. Under the Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting. | |
|
Preemptive Rights
|
| |||
| Sweden. Under the Swedish Companies Act, shareholders of any class of shares have a preemptive right (Sw. företrädesrätt) to subscribe for shares issued of any class in proportion to their shareholdings. The preemptive right to subscribe does not apply in respect of shares issued for consideration other than cash or of shares issued pursuant to convertible debentures or warrants previously granted by the company. The preemptive right to subscribe for new shares may also be set aside by a resolution passed by two thirds of the votes cast and shares represented at the shareholders’ meeting resolving upon the issue. | | | Delaware. Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation’s stock. | |
|
Shareholder Vote on Certain Transactions
|
| |||
|
Sweden. In matters which do not relate to elections and are not otherwise governed by the Swedish Companies Act or the articles of association, resolutions shall be adopted at the general meeting by a simple majority of the votes cast. In the event of a tied vote, the chairman shall have the casting vote. For matters concerning securities of the company, such as new share issuances, and other transactions such as private placements, mergers, and a change from a public to a private company (or vice-versa), the articles of association may only prescribe thresholds which are higher than those provided in the Swedish Companies Act.
Unless otherwise prescribed in the articles of association, the person who receives the most votes in an election shall be deemed elected. In general, a resolution involving the alteration of the articles of association shall be valid only when supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting. The Swedish Companies Act lays out numerous exceptions for which a higher threshold applies, including restrictions on certain rights of shareholders, limits on the number of shares shareholders may vote at the general meeting, directed share issues to directors, employees and other closely related parties, and changes in the legal relationship between shares.
|
| | Delaware. Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires: (i) the approval of the board of directors; and (ii) approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter. | |
Service
|
| |
Fees
|
|
•
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of common shares, upon a change in the ADS-to-share ratio, or for any other reason), excluding ADS issuances as a result of distributions of common shares)
|
| | Up to $0.05 per ADS issued | |
•
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS-to-share ratio, or for any other reason)
|
| | Up to $0.05 per ADS cancelled | |
•
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
|
| | Up to $0.05 per ADS held | |
•
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs
|
| | Up to $0.05 per ADS held | |
•
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)
|
| | Up to $0.05 per ADS held | |
•
ADS Services
|
| | Up to $0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
•
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)
|
| | Up to $0.05 per ADS (or fraction thereof) transferred | |
•
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa)
|
| | Up to $0.05 per ADS (or fraction thereof) converted | |
Underwriters
|
| |
Number of
ADSs |
| |||
Citigroup Global Markets Inc. | | |
|
| |||
Jefferies LLC | | | | | | | |
Stifel, Nicolaus & Company, Incorporated | | | | | | | |
Total
|
| | | | | |
Underwriters
|
| |
Number of
Common Shares |
| |||
Citigroup Global Markets Limited | | | | | | | |
Jefferies International Limited | | | | | | | |
Carnegie Investment Bank AB | | | | | | | |
Total
|
| | | | | |
| | |
Per ADS
|
| |
Per Common Share
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
Without
Option to Purchase Additional ADSs |
| |
With
Option to Purchase Additional ADSs |
| |
Without
Option to Purchase Additional Common Shares |
| |
With
Option to Purchase Additional Common Shares |
| |
Without
Option to Purchase Additional ADSs and/or Common Shares |
| |
Without
Option to Purchase Additional ADSs and/or Common Shares |
| ||||||||||||||||||
Offering price | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
Underwriting discounts to be paid by us
|
| | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds, before expenses, to us | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
Underwriting discounts to be paid by selling shareholder
|
| | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds, before expenses, to selling shareholder
|
| | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| | |
Amount to
be Paid |
| |||
SEC registration fee | | | | $ | * | | |
Nasdaq listing fee | | | | | 210,000 | | |
FINRA filing fee | | | | | * | | |
Printing expenses | | | | | * | | |
Legal fees and expenses | | | | | * | | |
Accounting fees and expenses | | | | | * | | |
Miscellaneous costs | | | | | * | | |
Total
|
| | | | * | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | |||||
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | |
| | | | | |
Year Ended December 31,
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
Net sales | | |
3
|
| | | | 184,829 | | | | | | — | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development
|
| |
9,10
|
| | | | (149,826) | | | | | | (99,260) | | |
Administrative and selling
|
| |
6,8,9,10
|
| | | | (62,882) | | | | | | (31,132) | | |
Other operating income
|
| |
4
|
| | | | 4,385 | | | | | | — | | |
Other operating expenses
|
| |
5
|
| | | | (4,525) | | | | | | (2,090) | | |
Operating loss | | |
7
|
| | | | (28,019) | | | | | | (132,482) | | |
Financial income | | |
11
|
| | | | 926 | | | | | | 441 | | |
Financial expenses | | |
12
|
| | | | (5,408) | | | | | | (8) | | |
Loss before income tax | | | | | | | | (32,501) | | | | | | (132,049) | | |
Income tax expense | | |
13
|
| | | | (77) | | | | | | — | | |
Loss for the year attributable to shareholders of the Parent Company | | | | | | | | (32,578) | | | | | | (132,049) | | |
Loss per share before and after dilution | | |
14
|
| | | | (0.88) | | | | | | (5.09) | | |
| | | | | |
Year Ended December 31,
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
Loss for the year | | | | | | | | (32,578) | | | | | | (132,049) | | |
Other comprehensive income/(loss) that may be reclassified to profit or loss
in subsequent periods: |
| | | | | | | | | | | | | | | |
Exchange differences on translation of foreign operations
|
| |
19,23
|
| | | | (11) | | | | | | 6 | | |
Total other comprehensive income/(loss) | | | | | | | | (11) | | | | | | 6 | | |
Total comprehensive loss attributable to shareholders of the Parent Company
|
| | | | | | | (32,589) | | | | | | (132,043) | | |
| | | | | |
December 31,
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | |
Intangible assets
|
| |
15
|
| | | | 16,066 | | | | | | — | | |
Equipment
|
| |
16
|
| | | | 104 | | | | | | 107 | | |
Right-of-use assets
|
| |
8
|
| | | | 5,959 | | | | | | — | | |
Non-current financial assets
|
| |
17,18,27
|
| | | | 1,939 | | | | | | 341 | | |
Total non-current assets | | | | | | | | 24,068 | | | | | | 448 | | |
Current assets | | | | | | | | | | | | | | | | |
Accounts receivables
|
| |
19
|
| | | | 46,586 | | | | | | — | | |
Other current assets
|
| |
18
|
| | | | 2,719 | | | | | | 1,630 | | |
Prepaid expenses
|
| |
20
|
| | | | 18,287 | | | | | | 164 | | |
Cash
|
| |
21
|
| | | | 753,540 | | | | | | 646,175 | | |
Total current assets | | | | | | | | 821,132 | | | | | | 647,969 | | |
TOTAL ASSETS | | | | | | | | 845,200 | | | | | | 648,417 | | |
SHAREHOLDERS’ EQUITY AND LIABILITIES | | | | | | | | | | | | | | | | |
Shareholders’ equity | | |
23
|
| | | | | | | | | | | | |
Share capital
|
| | | | | | | 1,548 | | | | | | 1,408 | | |
Additional paid-in capital
|
| | | | | | | 1,274,664 | | | | | | 1,072,319 | | |
Reserves
|
| | | | | | | (45) | | | | | | (34) | | |
Retained earnings including net loss for the year
|
| | | | | | | (488,096) | | | | | | (455,518) | | |
Total equity attributable to shareholders of the Parent Company | | | | | | | | 788,071 | | | | | | 618,175 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Provisions
|
| |
24
|
| | | | 175 | | | | | | — | | |
Other non-current liabilities
|
| |
8,18
|
| | | | 3,584 | | | | | | — | | |
Total non-current liabilities | | | | | | | | 3,759 | | | | | | — | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable
|
| |
18,19
|
| | | | 24,384 | | | | | | 22,643 | | |
Current tax liabilities
|
| | | | | | | 77 | | | | | | — | | |
Other current liabilities
|
| |
8,18
|
| | | | 3,394 | | | | | | 904 | | |
Accrued expenses and deferred revenue
|
| |
25
|
| | | | 25,515 | | | | | | 6,695 | | |
Total current liabilities | | | | | | | | 53,370 | | | | | | 30,242 | | |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | | | | | | | | 845,200 | | | | | | 648,417 | | |
| | |
Note
|
| |
Share
Capital |
| |
Additional-
Paid-in Capital |
| |
Translation
Reserve |
| |
Retained
Earnings Including Net Loss for the Year |
| |
Total
|
| |||||||||||||||
Opening shareholders’ equity January 1, 2018
|
| | | | | | | 667 | | | | | | 352,959 | | | | | | (40) | | | | | | (320,410) | | | | | | 33,176 | | |
Loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (132,049) | | | | | | (132,049) | | |
Other comprehensive income/(loss)
|
| | | | | | | — | | | | | | — | | | | | | 6 | | | | | | — | | | | | | 6 | | |
Total comprehensive income/(loss)
|
| | | | | | | — | | | | | | — | | | | | | 6 | | | | | | (132,049) | | | | | | (132,043) | | |
Transactions with owners: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New share issue
|
| | | | | | | 741 | | | | | | 737,909 | | | | | | — | | | | | | — | | | | | | 738,650 | | |
Cost attributable to new share issue
|
| | | | | | | — | | | | | | (54,433) | | | | | | — | | | | | | — | | | | | | (54,433) | | |
Premiums received from warrants
|
| |
10
|
| | | | — | | | | | | 2,826 | | | | | | — | | | | | | — | | | | | | 2,826 | | |
Contributions from shareholders
|
| |
23
|
| | | | — | | | | | | 29,999 | | | | | | — | | | | | | — | | | | | | 29,999 | | |
Interest from capital contributions from
shareholders |
| |
23
|
| | | | — | | | | | | 3,059 | | | | | | — | | | | | | (3,059) | | | | | | — | | |
Total transactions with owners
|
| | | | | | | 741 | | | | | | 719,360 | | | | | | — | | | | | | (3,059) | | | | | | 717,042 | | |
Closing shareholders’ equity December 31,
2018 |
| | | | | | | 1,408 | | | | | | 1,072,319 | | | | | | (34) | | | | | | (455,518) | | | | | | 618,175 | | |
Opening shareholders’ equity January 1, 2019
|
| | | | | | | 1,408 | | | | | | 1,072,319 | | | | | | (34) | | | | | | (455,518) | | | | | | 618,175 | | |
Loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,578) | | | | | | (32,578) | | |
Other comprehensive income/(loss)
|
| | | | | | | — | | | | | | — | | | | | | (11) | | | | | | — | | | | | | (11) | | |
Total comprehensive income/(loss)
|
| | | | | | | — | | | | | | — | | | | | | (11) | | | | | | (32,578) | | | | | | (32,589) | | |
Transactions with owners: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New share issue
|
| | | | | | | 140 | | | | | | 210,177 | | | | | | — | | | | | | — | | | | | | 210,317 | | |
Cost attributable to new share issue
|
| | | | | | | — | | | | | | (10,915) | | | | | | — | | | | | | — | | | | | | (10,915) | | |
Premiums received from warrants
|
| |
10
|
| | | | — | | | | | | 2,834 | | | | | | — | | | | | | — | | | | | | 2,834 | | |
Share-based payments
|
| |
10
|
| | | | — | | | | | | 249 | | | | | | — | | | | | | — | | | | | | 249 | | |
Total transactions with owners
|
| | | | | | | 140 | | | | | | 202,345 | | | | | | — | | | | | | — | | | | | | 202,485 | | |
Closing shareholders’ equity December 31,
2019 |
| |
10,23
|
| | | | 1,548 | | | | | | 1,274,664 | | | | | | (45) | | | | | | (488,096) | | | | | | 788,071 | | |
| | | | | |
Year Ended December 31,
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
Operating activities: | | | | | | | | | | | | | | | | |
Operating loss | | | | | | | | (28,019) | | | | | | (132,482) | | |
Adjustments for non-cash items | | |
21
|
| | | | 2,308 | | | | | | 51 | | |
Interest received | | | | | | | | 926 | | | | | | 6 | | |
Interest paid | | | | | | | | (325) | | | | | | (8) | | |
Cash flow from operating activities before changes in working capital | | | | | | | | (25,110) | | | | | | (132,433) | | |
Cash flow from changes in working capital: | | | | | | | | | | | | | | | | |
Changes in operating receivables
|
| | | | | | | (53,546) | | | | | | 2,642 | | |
Changes in operating liabilities
|
| | | | | | | 7,645 | | | | | | 1,600 | | |
Cash flow from operating activities
|
| | | | | | | (71,011) | | | | | | (128,191) | | |
Investing activities: | | | | | | | | | | | | | | | | |
Purchase of equipment | | |
16
|
| | | | (118) | | | | | | — | | |
Investments in non-current financial assets | | |
17
|
| | | | (1,888) | | | | | | — | | |
Purchase of intangible assets | | |
15
|
| | | | (16,066) | | | | | | — | | |
Cash flow from investing activities
|
| | | | | | | (18,072) | | | | | | — | | |
Financing activities: | | | | | | | | | | | | | | | | |
New share issue | | | | | | | | 210,317 | | | | | | 738,650 | | |
Cost attributable to new share issue | | | | | | | | (10,915) | | | | | | (54,433) | | |
Repayment of loans | | | | | | | | (1,652) | | | | | | (470) | | |
Premiums received from warrants | | | | | | | | 2,834 | | | | | | 2,826 | | |
Transaction costs, paid | | | | | | | | (1,748) | | | | | | — | | |
Contributions from shareholders | | | | | | | | — | | | | | | 29,999 | | |
Cash flow from financing activities
|
| | | | | | | 198,835 | | | | | | 716,572 | | |
Net increase (decrease) in cash | | | | | | | | 109,752 | | | | | | 588,381 | | |
Cash at beginning of the year | | | | | | | | 646,175 | | | | | | 57,352 | | |
Exchange-rate difference in cash
|
| | | | | | | (2,387) | | | | | | 442 | | |
Cash at the end of the year | | |
21
|
| | | | 753,540 | | | | | | 646,175 | | |
| | |
December 31,
2018 |
| |
Adjustments
|
| |
January 1,
2019 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Equipment | | | | | 107 | | | | | | — | | | | | | 107 | | |
Right-of-use assets | | | | | — | | | | | | 1,819 | | | | | | 1,819 | | |
Non-current financial assets | | | | | 341 | | | | | | — | | | | | | 341 | | |
Total non-current assets | | | | | 448 | | | | | | 1,819 | | | | | | 2,267 | | |
Current assets
|
| | | | 647,969 | | | | | | — | | | | | | 647,969 | | |
Total assets | | | | | 648,417 | | | | | | 1,819 | | | | | | 650,236 | | |
Shareholders’ equity and liabilities | | | | | | | | | | | | | | | | | | | |
Shareholders’ equity
|
| | | | 618,175 | | | | | | — | | | | | | 618,175 | | |
Other non-current liabilities | | | | | — | | | | | | 1,290 | | | | | | 1,290 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | | | 22,643 | | | | | | — | | | | | | 22,643 | | |
Other current liabilities | | | | | 904 | | | | | | 529 | | | | | | 1,433 | | |
Accrued expenses | | | | | 6,695 | | | | | | — | | | | | | 6,695 | | |
Total current liabilities | | | | | 30,242 | | | | | | 529 | | | | | | 30,771 | | |
Total shareholders’ equity and liabilities | | | | | 648,417 | | | | | | 1,819 | | | | | | 650,236 | | |
| Reconciliation of operational lease commitments: | | | | | | | |
|
Commitments for operating leases as of December 31, 2018
|
| | | | 1,983 | | |
| Discounting effects | | | | | (164) | | |
| Recorded leasing liabilities as per January 1, 2019 | | | | | 1,819 | | |
| | |
Year Ended December 31, 2018
|
| |||||||||||||||
| | |
Before adjustments
|
| |
Adjustments
|
| |
After adjustments
|
| |||||||||
Research and development expenses | | | | | — | | | | | | (99,260) | | | | | | (99,260) | | |
Administrative and selling expenses | | | | | — | | | | | | (31,132) | | | | | | (31,132) | | |
Other operating income | | | | | 715 | | | | | | (715) | | | | | | — | | |
Other operating expenses | | | | | — | | | | | | (2,090) | | | | | | (2,090) | | |
Other external expenses | | | | | (114,056) | | | | | | 114,056 | | | | | | — | | |
Personnel cost | | | | | (19,090) | | | | | | 19,090 | | | | | | — | | |
Depreciation | | | | | (51) | | | | | | 51 | | | | | | — | | |
Total operating expenses | | | | | (132,482) | | | | | | — | | | | | | (132,482) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Type of goods or service | | | | | | | | | | | | | |
Out-licensing
|
| | | | 184,829 | | | | | | — | | |
Total
|
| | | | 184,829 | | | | | | — | | |
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Geographical markets | | | | | | | | | | | | | |
China, Hong Kong, Macau, Taiwan and Singapore
|
| | | | 184,829 | | | | | | — | | |
Total
|
| | | | 184,829 | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Exchange rate differences | | | | | 4,385 | | | | | | — | | |
Total
|
| | | | 4,385 | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Exchange rate differences | | | | | 4,464 | | | | | | 2,090 | | |
Net loss on disposal of equipment | | | | | 61 | | | | | | — | | |
Total
|
| | | | 4,525 | | | | | | 2,090 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Ernst & Young | | | | ||||||||||
Audit services
|
| | | | 645 | | | | | | 509 | | |
Other audit activities
|
| | | | 3,343 | | | | | | 1,861 | | |
Other services
|
| | | | 98 | | | | | | — | | |
Total
|
| | | | 4,086 | | | | | | 2,370 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Other external operating expenses | | | | | 176,729 | | | | | | 111,251 | | |
Personnel costs | | | | | 34,157 | | | | | | 19,090 | | |
Depreciation on equipment and right-of-use assets | | | | | 1,822 | | | | | | 51 | | |
Other operating expenses | | | | | 4,525 | | | | | | 2,090 | | |
Total
|
| | | | 217,233 | | | | | | 132,482 | | |
| | |
According to
Prior Principles |
| |
Effect of
IFRS 16 |
| |
Year Ended
December 31, 2019 |
| |||||||||
Net sales | | | | | 184,829 | | | | | | — | | | | | | 184,829 | | |
Research and development expenses | | | | | (149,826) | | | | | | — | | | | | | (149,826) | | |
Administrative and selling expenses | | | | | (63,078) | | | | | | 196 | | | | | | (62,882) | | |
Other operating income | | | | | 4,385 | | | | | | — | | | | | | 4,385 | | |
Other operating expenses | | | | | (4,525) | | | | | | — | | | | | | (4,525) | | |
Operating loss | | | | | (28,215) | | | | | | 196 | | | | | | (28,019) | | |
Financial income | | | | | 926 | | | | | | — | | | | | | 926 | | |
Financial expenses | | | | | (5,101) | | | | | | (307) | | | | | | (5,408) | | |
Income tax expense | | | | | (77) | | | | | | — | | | | | | (77) | | |
Loss for the year
|
| | | | (32,467) | | | | | | (111) | | | | | | (32,578) | | |
|
| | |
According to
Prior Principles |
| |
Effect of
IFRS 16 |
| |
Year Ended
December 31, 2019 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Intangible assets | | | | | 16,066 | | | | | | — | | | | | | 16,066 | | |
Equipment | | | | | 104 | | | | | | — | | | | | | 104 | | |
Right-of-use assets | | | | | — | | | | | | 5,959 | | | | | | 5,959 | | |
Non-current financial assets | | | | | 1,939 | | | | | | — | | | | | | 1,939 | | |
Total non-current assets | | | | | 18,109 | | | | | | 5,959 | | | | | | 24,068 | | |
Current assets | | | | | 821,132 | | | | | | — | | | | | | 821,132 | | |
Total Assets | | | | | 839,241 | | | | | | 5,959 | | | | | | 845,200 | | |
Total Shareholders’ Equity & Liabilities | | | | | | | | | | | | | | | | | | | |
Shareholders’ equity | | | | | 788,182 | | | | | | (111) | | | | | | 788,071 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Provisions | | | | | 175 | | | | | | — | | | | | | 175 | | |
Other non-current liabilities | | | | | — | | | | | | 3,584 | | | | | | 3,584 | | |
Total non-current liabilities | | | | | 175 | | | | | | 3,584 | | | | | | 3,759 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | | | 24,384 | | | | | | — | | | | | | 24,384 | | |
Current tax liabilities | | | | | 77 | | | | | | — | | | | | | 77 | | |
Other current liabilities | | | | | 908 | | | | | | 2,486 | | | | | | 3,394 | | |
Accrued expenses and deferred revenue | | | | | 25,515 | | | | | | — | | | | | | 25,515 | | |
Total current liabilities | | | | | 50,884 | | | | | | 2,486 | | | | | | 53,370 | | |
Total Shareholders’ Equity & Liabilities | | | | | 839,241 | | | | | | 5,959 | | | | | | 845,200 | | |
|
| | |
December 31,
2019 |
| |||
Cost | | | | | | | |
At January 1, 2019 | | | | | 1,819 | | |
Additional agreements | | | | | 7,527 | | |
Termination of agreement | | | | | (1,819) | | |
At December 31, 2019
|
| | | | 7,527 | | |
Depreciation | | | | | | | |
At January 1, 2019 | | | | | — | | |
Depreciation | | | | | (1,778) | | |
Termination of agreement | | | | | 210 | | |
At December 31, 2019
|
| | | | (1,568) | | |
Net book value
|
| | | | 5,959 | | |
| | |
December 31,
2019 |
| |||
At January 1, 2019 | | | | | 1,819 | | |
Additional agreements | | | | | 7,527 | | |
Termination of agreement | | | | | (1,624) | | |
Amortization | | | | | (1,652) | | |
At December 31, 2019
|
| | | | 6,070 | | |
| | |
December 31,
2019 |
| |||
<12 months | | | | | 3,816 | | |
1 – 2 years | | | | | 2,306 | | |
>2 year | | | | | 533 | | |
| | | | | 6,655 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Interest expenses attributable to lease liabilities | | | | | 307 | | |
Expenses attributable to short-term lease | | | | | 265 | | |
Expenses attributable to leasing agreements with low value | | | | | 96 | | |
Expenses attributable to variable lease payments that are not included in lease liabilities
|
| | | | 187 | | |
This year’s leasing payments in the Group | | | | | 2,343 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2018
|
| ||||||||||||||||||
| | |
Number of
Employees |
| |
Percentage
of Male Employees |
| |
Number of
Employees |
| |
Percentage
of Male Employees |
| ||||||||||||
Parent Company | | | | | | | | | | | | | | | | | | | | | | | | | |
Sweden
|
| | | | 13 | | | | | | 38% | | | | | | 10 | | | | | | 30% | | |
| | | | | 13 | | | | | | 38% | | | | | | 10 | | | | | | 30% | | |
Subsidiaries | | | | | | | | | | | | | | | | | | | | | | | | | |
United States
|
| | | | 1 | | | | | | 100% | | | | | | — | | | | | | — | | |
| | | | | 1 | | | | | | 100% | | | | | | — | | | | | | — | | |
Group, total | | | | | 14 | | | | | | 43% | | | | | | 10 | | | | | | 30% | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Parent Company | | | | | | | | | | | | | |
Board and senior executives(1)
|
| | | | 13,109 | | | | | | 9,875 | | |
Other employees
|
| | | | 6,091 | | | | | | 3,789 | | |
Subsidiaries | | | | | | | | | | | | | |
Board and senior executives
|
| | | | 2,973 | | | | | | — | | |
Total | | | | | 22,173 | | | | | | 13,664 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Parent Company | | | | | | | | | | | | | |
Pension costs for the Board and senior executives
|
| | | | 1,644 | | | | | | 1,429 | | |
Pension costs to other employees
|
| | | | 1,180 | | | | | | 699 | | |
Social security costs
|
| | | | 3,008 | | | | | | 2,843 | | |
Subsidiaries | | | | | | | | | | | | | |
Social security costs
|
| | | | 299 | | | | | | — | | |
Total | | | | | 6,131 | | | | | | 4,971 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Percentage of women on the Board | | | | | 33% | | | | | | 33% | | |
Percentage of men on the Board | | | | | 67% | | | | | | 67% | | |
Percentage of women among other senior executives | | | | | 33% | | | | | | 43% | | |
Percentage of men among other senior executives | | | | | 67% | | | | | | 57% | | |
| | |
Base
Salary, Board Fee |
| |
Pension
Costs |
| |
Variable
Remuneration |
| |
Other
Remuneration |
| |
Share
Based Payments |
| |
Total
|
| ||||||||||||||||||
Year Ended December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Board Chairman Elmar Schnee | | | | | 402 | | | | | | — | | | | | | — | | | | | | — | | | | | | 101 | | | | | | 503 | | |
Board members | | | | | | | | ||||||||||||||||||||||||||||||
Thomas Eklund | | | | | 280 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37 | | | | | | 317 | | |
Hilde Furberg | | | | | 180 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37 | | | | | | 217 | | |
Lennart Hansson | | | | | 102 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37 | | | | | | 139 | | |
Bengt Julander | | | | | 102 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 102 | | |
Diane Parks | | | | | 201 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37 | | | | | | 238 | | |
Olav Hellebo (until May 2019) | | | | | 58 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58 | | |
Senior executives | | | | | | | | ||||||||||||||||||||||||||||||
CEO | | | | | 2,634 | | | | | | 510 | | | | | | 956 | | | | | | — | | | | | | — | | | | | | 4,100 | | |
Other senior executives (8 people) | | | | | 8,927 | | | | | | 1,134 | | | | | | 1,991 | | | | | | 4,701 | | | | | | — | | | | | | 16,753 | | |
of which relates to subsidiaries
|
| | |
|
2,382
|
| | | |
|
—
|
| | | |
|
591
|
| | | | | — | | | | | | — | | | | |
|
2,973
|
| |
Total | | | | | 12,886 | | | | | | 1,644 | | | | | | 2,947 | | | | | | 4,701 | | | | | | 249 | | | | | | 22,427 | | |
Year Ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Board Chairman Thomas Eklund | | | | | 413 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 413 | | |
Board members(1) | | | | | | | | ||||||||||||||||||||||||||||||
Olav Hellebø | | | | | 160 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160 | | |
Hilde Furberg | | | | | 173 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 173 | | |
Senior executives | | | | | | | | ||||||||||||||||||||||||||||||
CEO | | | | | 2,462 | | | | | | 456 | | | | | | 692 | | | | | | — | | | | | | — | | | | | | 3,610 | | |
Other senior executives (7 people) | | | | | 5,301 | | | | | | 973 | | | | | | 674 | | | | | | 6,001 | | | | | | — | | | | | | 12,949 | | |
Total | | | | | 8,509 | | | | | | 1,429 | | | | | | 1,366 | | | | | | 6,001 | | | | | | 0 | | | | | | 17,305 | | |
Allotted Warrants
|
| |
Accumulated
No. of Outstanding |
| |
Weighted-
Average Exercise Price, SEK |
| ||||||
On December 31, 2018 | | | | | 2,518,086 | | | | | | 56 | | |
On December 31, 2019 | | | | | 2,575,586 | | | | | | 58 | | |
| | | | | | | | | | | | | | |
Inputs used for the Black & Scholes valuation
|
| |||||||||||||||||||||||||||
Outstanding Warrants per Year
|
| |
Warrants
Outstanding as of December 31, 2018 |
| |
Warrants
Outstanding as of December 31, 2019 |
| |
Exercise Price
in SEK |
| |
Price per
warrant in SEK |
| |
Value per
share in SEK |
| |
Risk-Free
Rate |
| |
Volatility
|
| |
Expiration date
|
| ||||||||||||||||||
Warrant program 2015/2019(1) | | | | | 365,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Apr 30, 2019
|
|
Warrant program 2017/2020 | | | | | 1,296,500 | | | | | | 1,296,500 | | | | | | 42.36 | | | | | | 0.28 | | | | | | 21.2 | | | | | | (0.42)% | | | |
27%
|
| |
Jun 30, 2020
|
|
Warrant program 2018/2022 | | | | | 856,586 | | | | | | 856,586 | | | | | | 74.30 | | | | | | 3.29 | | | | | | 46.5 | | | | | | (0.28)% | | | |
33%
|
| |
Mar 31, 2022
|
|
Warrant program 2019/2022 | | | | | — | | | | | | 422,500 | | | | | | 74.50 | | | | | | 6.69* | | | | | | 54.39* | | | | | | (0.55)%* | | | |
36%*
|
| |
Dec 31, 2022
|
|
Total | | | | | 2,518,086 | | | | | | 2,575,586 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Holder
|
| |
Warrants
Outstanding as of January 1, 2018 |
| |
Change
|
| |
Warrants
Outstanding as of December 31, 2018 |
| |
Change
|
| |
Warrants
Outstanding as of December 31, 2019 |
| |||||||||||||||
CEO Renée Aguiar-Lucander | | | | | 369,500 | | | | | | 350,000 | | | | | | 719,500 | | | | | | 195,000 | | | | | | 914,500 | | |
Board member Thomas Eklund | | | | | 111,250 | | | | | | — | | | | | | 111,250 | | | | | | — | | | | | | 111,250 | | |
Board member Hilde Furberg | | | | | 29,500 | | | | | | — | | | | | | 29,500 | | | | | | — | | | | | | 29,500 | | |
Other senior executives | | | | | 538,500 | | | | | | 188,586 | | | | | | 727,086 | | | | | | 107,500 | | | | | | 834,586 | | |
Other employees, consultants and external parties
|
| | | | 612,750 | | | | | | 318,000 | | | | | | 930,750 | | | | | | (245,000) | | | | | | 685,750 | | |
Total | | | | | 1,661,500 | | | | | | 856,586 | | | | | | 2,518,086 | | | | | | 57,500 | | | | | | 2,575,586 | | |
|
Holder
|
| |
Share
Awards Outstanding as of January 1, 2018 |
| |
Change
|
| |
Share
Awards Outstanding as of December 31, 2018 |
| |
Change
|
| |
Share
Awards Outstanding as of December 31, 2019 |
| |||||||||||||||
Elmar Schnee, Chairman of the Board | | | | | — | | | | | | — | | | | | | — | | | | | | 23,236 | | | | | | 23,236 | | |
Thomas Eklund, Board member | | | | | — | | | | | | — | | | | | | — | | | | | | 8,449 | | | | | | 8,449 | | |
Hilde Furberg, Board member | | | | | — | | | | | | — | | | | | | — | | | | | | 8,449 | | | | | | 8,449 | | |
Lennart Hansson, Board member | | | | | — | | | | | | — | | | | | | — | | | | | | 8,449 | | | | | | 8,449 | | |
Diane Parks, Board member | | | | | — | | | | | | — | | | | | | — | | | | | | 8,449 | | | | | | 8,449 | | |
Total
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
57,032
|
| | | |
|
57,032
|
| |
| | |
Grant Date
|
| |
Exercise Date
|
| |
Fair Value at
Grant Date |
| |
Number of
Share Awards |
| ||||||
Board LTIP 2019 | | |
May 10, 2019
|
| |
June 1, 2022
|
| | | | 22.49 | | | | | | 57,032 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Personnel cost, IFRS 2 Share-based payments | | | | | 249 | | | | | | — | | |
Provisions attributable to social security costs, IFRS 2 Share-based payments
|
| | | | 175 | | | | | | — | | |
| | | |
|
424
|
| | | | | — | | |
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Interest income | | | | | 926 | | | | | | 6 | | |
Exchange rate differences | | | | | — | | | | | | 435 | | |
Total | | | | | 926 | | | | | | 441 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Interest on lease liabilities | | | | | (307) | | | | | | — | | |
Other interest expenses | | | | | (18) | | | | | | (8) | | |
Exchange rate differences | | | | | (2,383) | | | | | | — | | |
Changes in FX options measured at fair value | | | | | (2,700) | | | | | | — | | |
Total | | | | | (5,408) | | | | | | (8) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Current income taxes | | | | | (77) | | | | | | — | | |
Income tax expense recorded in the statement of income
|
| | |
|
(77)
|
| | | | | — | | |
Reconciliation of effective rate | | | | | | | | | | | | | |
Accounting loss before tax | | | | | (32,501) | | | | | | (132,049) | | |
Tax in accordance with applicable tax rate in Sweden 21.4% (22.0%) | | | | | 6,955 | | | | | | 29,051 | | |
Effect of other tax rates for foreign subsidiaries | | | | | 2 | | | | | | — | | |
Tax attributable to non-deductible tax losses carried forward and unrecognized deferred tax assets
|
| | | | (6,316) | | | | | | (29,069) | | |
Non-deductible expenses | | | | | (782) | | | | | | (35) | | |
Non-taxable income | | | | | 64 | | | | | | 53 | | |
Income tax expense recorded in the statement of income | | | | | (77) | | | | |
|
—
|
| |
At the effective income tax rate
|
| | | | 0% | | | | | | 0% | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Loss per share before and after dilution | | | | | | | | | | | | | |
Net loss for the year attributable to shareholders of the Parent Company
|
| | | | (32,578) | | | | | | (132,049) | | |
Weighted-average number of common shares outstanding | | | | | 36,940,587 | | | | | | 25,948,037 | | |
Loss per share before and after dilution
|
| | | | (0.88) | | | | | | (5.09) | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Licenses and similar rights | | | | | | | | | | | | | |
Cost at opening balance | | | | | | | | | | | — | | |
Acquisition for the year | | | | | 16,066 | | | | | | — | | |
Cost at closing balance
|
| | | | 16,066 | | | | | | — | | |
Amortization at closing balance
|
| | | | — | | | | | | — | | |
Net book value
|
| | | | 16,066 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Cost at opening balance | | | | | 813 | | | | | | 813 | | |
Acquisition for the year | | | | | 118 | | | | | | — | | |
Disposal for the year | | | | | (813) | | | | | | — | | |
Cost at closing balance | | | | | 118 | | | | | | 813 | | |
Depreciation at opening balance | | | | | (706) | | | | | | (655) | | |
Depreciation for the year | | | | | (44) | | | | | | (51) | | |
Disposal for the year | | | | | 736 | | | | | | — | | |
Depreciation at closing balance
|
| | | | (14) | | | | | | (706) | | |
Net book value | | | | | 104 | | | | | | 107 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Opening cost | | | | | 341 | | | | | | 341 | | |
Bank guarantees granted | | | | | 1,888 | | | | | | — | | |
Reimbursement security deposit | | | | | (290) | | | | | | — | | |
Net book value | | | | | 1,939 | | | | | | 341 | | |
December 31, 2019
|
| |
Financial
Assets Measured at Fair Value through Profit or Loss |
| |
Financial
Assets Measured at Amortized Cost |
| |
Non-Financial
Assets |
| |
Total
Carrying Amount |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed assets | | | | | — | | | | | | — | | | | | | 22,129 | | | | | | 22,129 | | |
Non-current financial assets | | | | | — | | | | | | 1,939 | | | | | | — | | | | | | 1,939 | | |
Accounts receivables | | | | | — | | | | | | 46,586 | | | | | | — | | | | | | 46,586 | | |
Other current assets | | | | | 399 | | | | | | — | | | | | | 2,320 | | | | | | 2,719 | | |
Prepaid expenses | | | | | — | | | | | | — | | | | | | 18,287 | | | | | | 18,287 | | |
Cash | | | | | — | | | | | | 753,540 | | | | | | — | | | | | | 753,540 | | |
| | | | | 399 | | | | | | 802,065 | | | | | | 42,736 | | | | | | 845,200 | | |
|
| |
Financial
Liabilities Measured at Amortized Cost |
| |
Non-Financial
Liabilities |
| |
Total
Carrying Amount |
| | | | ||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | ||
Provisions | | | | | — | | | | | | 175 | | | | | | 175 | | | | ||
Non-current lease liabilities | | | | | 3,584 | | | | | | — | | | | | | 3,584 | | | | ||
Accounts payable | | | | | 24,384 | | | | | | — | | | | | | 24,384 | | | | ||
Current lease liabilities | | | | | 2,486 | | | | | | — | | | | | | 2,486 | | | | ||
Other current liabilities | | | | | — | | | | | | 985 | | | | | | 985 | | | | ||
Accrued expenses and deferred revenue | | | | | 14,837 | | | | | | 10,678 | | | | | | 25,515 | | | | ||
| | | | 45,291 | | | | | | 11,838 | | | | | | 57,129 | | | | |||
|
December 31, 2018
|
| |
Financial
Assets Measured at Amortized Cost |
| |
Non-
Financial Assets |
| |
Total
Carrying Amount |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Equipment | | | | | — | | | | | | 107 | | | | | | 107 | | |
Non-current financial assets | | | | | 341 | | | | | | — | | | | | | 341 | | |
Other current assets | | | | | — | | | | | | 1,630 | | | | | | 1,630 | | |
Prepaid expenses | | | | | — | | | | | | 164 | | | | | | 164 | | |
Cash | | | | | 646,175 | | | | | | — | | | | | | 646,175 | | |
| | | | | 646,516 | | | | | | 1,901 | | | | | | 648,417 | | |
|
| | |
Financial
Liabilities Measured at Amortized Cost |
| |
Non-
Financial Liabilities |
| |
Total
Carrying Amount |
| |||||||||
Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | | | 22,643 | | | | | | — | | | | | | 22,643 | | |
Other current liabilities | | | | | — | | | | | | 904 | | | | | | 904 | | |
Accrued expenses | | | | | 944 | | | | | | 5,751 | | | | | | 6,695 | | |
| | | | | 23,587 | | | | | | 6,655 | | | | | | 30,242 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Days past due account receivables | | | | | — | | | | | | — | | |
Not due account receivables | | | | | 46,586 | | | | | | — | | |
Total
|
| | |
|
46,586
|
| | | | | — | | |
|
Currency Exposure 2019
|
| |
Revenue
|
| |
Operating
expenses |
| | ||||||||
USD | | | | | 100% | | | | | | 22% | | | | | |
EUR | | | | | — | | | | | | 54% | | | | | |
GBP | | | | | — | | | | | | 3% | | | | | |
SEK | | | | | — | | | | | | 21% | | | | | |
Currency Exposure 2018
|
| |
Revenue
|
| |
Operating
expenses |
| | ||||||||
USD | | | | | — | | | | | | 10% | | | | | |
EUR | | | | | — | | | | | | 52% | | | | | |
GBP | | | | | — | | | | | | 2% | | | | | |
SEK | | | | | — | | | | | | 36% | | | | | |
| | |
December 31, 2019
|
| |||||||||||||||
| | |
< 6 Months
|
| |
6 – 12 Months
|
| |
>12 months
|
| |||||||||
Accounts payable | | | | | 24,384 | | | | | | — | | | | | | — | | |
Other current liabilities | | | | | 908 | | | | | | — | | | | | | — | | |
Accrued expenses | | | | | 21,982 | | | | | | 2,659 | | | | | | — | | |
| | |
December 31, 2018
|
| |||||||||||||||
| | |
< 6 Months
|
| |
6 – 12 Months
|
| |
>12 month
|
| |||||||||
Accounts payable | | | | | 22,643 | | | | | | — | | | | | | — | | |
Other current liabilities | | | | | 904 | | | | | | — | | | | | | — | | |
Accrued expenses | | | | | 4,409 | | | | | | 2,286 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Prepaid rental charges | | | | | 771 | | | | | | 164 | | |
Prepaid expenses for research and development | | | | | 2,854 | | | | | | — | | |
Prepaid transaction costs | | | | | 14,662 | | | | | | — | | |
Total
|
| | | | 18,287 | | | | | | 164 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Available balances | | | | | 753,540 | | | | | | 646,175 | | |
Total | | | | | 753,540 | | | | | | 646,175 | | |
Adjustments for non-cash items
|
| |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Depreciation and amortization | | | | | 1,822 | | | | | | 51 | | |
Change in provisions | | | | | 175 | | | | | | — | | |
Share-based payments | | | | | 249 | | | | | | — | | |
Other | | | | | 62 | | | | | | — | | |
Total
|
| | | | 2,308 | | | | | | 51 | | |
| | | | | | | | | | | | | | |
Non-Cash Items
|
| | ||||||||||||||
| | |
January 1,
2019 |
| |
Cash
Flow |
| |
Additional
Agreements |
| |
Termination of
Agreements |
| |
December 31,
2019 |
| |||||||||||||||
Lease liabilities
|
| | | | 1,819 | | | | | | (1,652) | | | | | | 7,527 | | | | | | (1,624) | | | | | | 6,070 | | |
| | | | | 1,819 | | | | | | (1,652) | | | | | | 7,527 | | | | | | (1,624) | | | | | | 6,070 | | |
|
| | | | | | | | | | | | | | |
Non-Cash Items
|
| | ||||||||||||||
| | |
January 1,
2018 |
| |
Cash
Flow |
| |
Interest on
Loan |
| |
Offsetting of
New Shares |
| |
December 31,
2018 |
| |||||||||||||||
Shareholder loans
|
| | | | 470 | | | | | | (470) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 470 | | | | | | (470) | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Principal Activities
|
| |
Country of
Incorporation |
| |
% Equity
Interest 2019 |
| |
% Equity
Interest 2018 |
| ||||||
Parent Company | | | | | | | | | | | | | | | | | | | |
Calliditas
Therapeutics AB |
| | Research and development of pharmaceuticals | | |
Sweden
|
| | | | | | | | | | | | |
Nefecon AB | | | Administration of incentive programs issued by the Parent Company |
| |
Sweden
|
| | | | 100% | | | | | | 100% | | |
Calliditas
Therapeutics Inc. |
| | Pre-commercialization activities in the United States | | |
USA
|
| | | | 100% | | | | | | — | | |
Pharmalink Oncology AS
|
| | No activities as of December 31, 2019 and December 31, 2018 | | |
Norway
|
| | | | 100% | | | | | | 100% | | |
Share capital and other contributed capital
|
| |
Number of
Shares |
| |
Share
Capital |
| |
Additional
Paid-in Capital |
| |||||||||
At January 1, 2018 | | | | | 16,673,000 | | | | | | 667 | | | | | | 352,959 | | |
Premiums received from warrants
|
| | | | — | | | | | | — | | | | | | 2,826 | | |
Contributions from shareholders
|
| | | | — | | | | | | — | | | | | | 29,999 | | |
Interest from capital contributions from shareholders
|
| | | | — | | | | | | — | | | | | | 3,059 | | |
Offset issue approved in June 2018
|
| | | | 2,114,903 | | | | | | 84 | | | | | | (84) | | |
IPO new share issue June, 2018(1)
|
| | | | 16,414,444 | | | | | | 657 | | | | | | 683,560 | | |
At December 31, 2018 | | | | | 35,202,347 | | | | | | 1,408 | | | | | | 1,072,319 | | |
Premiums received from warrants
|
| | | | — | | | | | | — | | | | | | 2,834 | | |
Share-based payment
|
| | | | — | | | | | | — | | | | | | 249 | | |
New share issue
|
| | | | 3,505,291 | | | | | | 140 | | | | | | 199,262 | | |
At December 31, 2019 | | | | | 38,707,638 | | | | | | 1,548 | | | | | | 1,274,664 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Balance at January 1 | | | | | (34) | | | | | | (40) | | |
Change for the year ended | | | | | (11) | | | | | | 6 | | |
Balance at December 31
|
| | | | (45) | | | | | | (34) | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Opening balance | | | | | — | | | | | | — | | |
Provisions for the year | | | | | 175 | | | | | | — | | |
Total
|
| | | | 175 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Accrued salaries and Board fees | | | | | 4,726 | | | | | | 2,286 | | |
Vacation pay liability | | | | | 1,904 | | | | | | 1,347 | | |
Social security costs | | | | | 2,975 | | | | | | 2,098 | | |
Accrued expenses for research and development | | | | | 1,176 | | | | | | 944 | | |
Deferred revenue | | | | | 874 | | | | | | — | | |
Other accrued expenses | | | | | 13,860 | | | | | | 20 | | |
Total
|
| | | | 25,515 | | | | | | 6,695 | | |
| Citigroup | | |
Jefferies
|
| |
Stifel
|
|
Exhibits Number |
| |
Description of Exhibit
|
|
1.1* | | | Form of Underwriting Agreement. | |
3.1** | | | Articles of Association of the Registrant, as currently in effect. | |
3.2* | | | Form of Articles of Association of the Registrant (to be effective upon the consummation of the global offering). | |
4.1* | | | Form of Deposit Agreement. | |
4.2* | | | Form of American Depositary Receipt (included in Exhibit 4.1). | |
4.3* | | | Form of Share Loan Agreement | |
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# | | | Employment Agreement, by and between the Registrant and Renée Aguiar-Lucander, dated May 1, 2017. | |
10.8# | | |
Employment Agreement, by and between the Registrant and Johan Häggblad, dated May 1, 2017.
|
|
10.9# | | | Employment Agreement, by and between the Registrant and Fredrik Johansson, dated August 1, 2017. | |
10.10# | | | Employment Agreement, by and between the Registrant and Frank Bringstrup, dated February 1, 2019. | |
10.11# | | | Employment Agreement, by and between the Registrant and Andrew B. Udell, dated March 1, | |
Exhibits Number |
| |
Description of Exhibit
|
|
| | | 2019. | |
10.12# | | | 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). | |
| | | | CALLIDITAS THERAPEUTICS AB | | |||
| | | | By: | | |
Renée Aguiar-Lucander
Chief Executive Officer
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
Renée Aguiar-Lucander
|
| | Chief Executive Officer (Principal Executive Officer) |
| |
, 2020
|
|
|
Fredrik Johansson
|
| | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | |
, 2020
|
|
|
Elmar Schnee
|
| | Chairman of the Board of Directors | | |
, 2020
|
|
|
Thomas Eklund
|
| | Director | | |
, 2020
|
|
|
Hilde Furberg
|
| | Director | | |
, 2020
|
|
|
Lennart Hansson, Ph.D.
|
| | Director | | |
, 2020
|
|
|
Bengt Julander
|
| | Director | | |
, 2020
|
|
|
Diane Parks
|
| | Director | | |
, 2020
|
|
|
By:
|
| |
|
| |
Authorized Representative in the United States
|
|
| | | |
Calliditas Therapeutics Inc.
By: Renée Aguiar-Lucander
|
| | ||
| | | | Title: President | | |