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 company x
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
† 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 |
| |