SECURITIES AND EXCHANGE COMMISSION | |||||
WASHINGTON, D.C. 20549 | |||||
FORM ( | |||||
(Mark One) | |||||
OR | |||||
For the fiscal year ended | |||||
OR | |||||
For the transition period from __________ to __________ | |||||
OR | |||||
Date of event requiring this shell company report __________ | |||||
Commission file number | |||||
CALLIDITAS THERAPEUTICS AB | |||||
(Exact name of registrant as specified in its charter and translation of Registrant’s name into English) | |||||
_______________________________ | |||||
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_______________________________ | |||||
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Tel: | |||||
(Name, telephone, e-mail and/or facsimile number and address of company contact person) | |||||
Securities registered or to be registered pursuant to Section 12(b) of the Act: | |||||
Title of each class | Trading Symbol: | Name of each exchange on which registered |
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* t for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2020,
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b 2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | Emerging growth company |
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 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).Yes
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Calliditas Therapeutics AB (the “Company”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2021 (the “Original Filing”). The Company is filing this Amendment to amend Item 5. Operating and Financial Review and Prospects to provide the location of information pertaining to the year ended December 31, 2018 and Item 18. Financial Statements and Item 19. Exhibits of the Original Filing to provide audited financial statements for the fiscal year ended December 31, 2018, including the report of independent auditor Ernst & Young AB relating thereto. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to the Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
Except as described above, the Amendment speaks as of the original date of the Original Filing and does not, and does not purport to, amend, update or restate any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing on April 27, 2021. Accordingly, the Amendment should be read in conjunction with the Original Filing and with the current reports furnished by the Company to the SEC subsequent to the Original Filing.
PART I
ITEM | 5. | Operating and Financial Review and Prospects |
The discussion and analysis of the operating results and the financial position of the Company for the years ended December 31, 2020, 2019 and 2018 should be read in conjunction with the consolidated financial statements and the related notes attached hereto as Exhibit 15.1.
A.Operating Results
A discussion regarding management’s discussion and analysis for the years ended December 31, 2020 and 2019 is incorporated by reference to the Original Filing. Information pertaining to the year ended December 31, 2018 was included in our registration statement on Form F-1, as amended, under Management’s Discussion and Analysis of Financial Condition and Results of Operations, which was filed with the SEC on May 14, 2020.
PART III
ITEM | 18. | FINANCIAL STATEMENTS |
Consolidated financial statements of the Company, including the report of independent registered public accounting firm Ernst & Young AB with respect to such consolidated financial statements, are hereby incorporated by reference to Exhibit 15.1 hereto.
ITEM | 19. | EXHIBITS |
Exhibits
The Exhibits listed in the Exhibit Index at the end of this annual report are filed as Exhibits to this annual report.
EXHIBIT INDEX
Incorporated by Reference | |||||
Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date (mm/dd/yyyy) |
1.1 | Form F-1 | 333-238244 | 3.1 | 05/14/2020 | |
2.1 | Form F-1/A | 333-238244 | 4.1 | 06/01/2020 | |
2.2 | Form of American Depositary Receipt (included in Exhibit 2.1) | ||||
2.3 | Share Purchase Agreement, dated August 13, 2020, by and between the Registrant and the Block Sellers | Form F-1 | 333-252436 | 2.1 | 01/26/2021 |
2.4 | Form 20-F | 001-39308 | 2.4 | 04/27/2021 | |
4.1† | Form F-1 | 333-238244 | 10.1 | 05/14/2020 | |
4.2 | Form F-1 | 333-238244 | 10.2 | 05/14/2020 | |
4.3# | English Translation of Warrants 2018/2022 in Calliditas Therapeutics AB (publ) | Form F-1 | 333-238244 | 10.4 | 05/14/2020 |
4.4# | English Translation of Warrants 2019/2022 in Calliditas Therapeutics AB (publ) | Form F-1 | 333-238244 | 10.5 | 05/14/2020 |
4.5# | Form F-1 | 333-238244 | 10.6 | 05/14/2020 | |
4.6# | Form F-1 | 333-252436 | 10.6 | 01/26/2021 | |
4.7# | Form F-1 | 333-238244 | 10.7 | 05/14/2020 | |
4.8# | Form S-8 | 333-240126 | 99.1 | 07/27/2020 | |
4.9# | Employment Agreement, by and between the Registrant and Renée Aguiar-Lucander, dated May 1, 2017 | Form F-1 | 333-238244 | 10.8 | 05/14/2020 |
4.10# | Employment Agreement, by and between the Registrant and Fredrik Johansson, dated August 1, 2017 | Form F-1 | 333-238244 | 10.10 | 05/14/2020 |
4.11# | Employment Agreement, by and between the Registrant and Frank Bringstrup, dated February 1, 2019 | Form F-1 | 333-238244 | 10.11 | 05/14/2020 |
4.12# | Employment Agreement, by and between the Registrant and Andrew B. Udell, dated March 1, 2019 | Form F-1 | 333-238244 | 10.12 | 05/14/2020 |
4.13# | Form F-1 | 333-252436 | 10.13 | 01/26/2021 | |
4.14# | Employment Agreement, by and between the Registrant and Richard Philipson, dated March 26, 2020 | Form F-1 | 333-252436 | 10.14 | 01/26/2021 |
8.1 | Form 20-F | 001-39308 | 8.1 | 04/27/2021 | |
12.1* | |||||
12.2* | |||||
13.1** | |||||
13.2** | |||||
15.1* | |||||
15.2 | Form 20-F | 001-39308 | 15.1 | 04/27/2021 | |
15.3* | |||||
101.INS | XBRL Instance Document | Form 6-K | 001-39308 | 101.INS | 4/27/2021 |
101.SCH | XBRL Taxonomy Extension Schema Document | Form 6-K | 001-39308 | 101.SCH | 4/27/2021 |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Form 6-K | 001-39308 | 101.CAL | 4/27/2021 |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Form 6-K | 001-39308 | 101.DEF | 4/27/2021 |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Form 6-K | 001-39308 | 101.LAB | 4/27/2021 |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Form 6-K | 001-39308 | 101.PRE | 4/27/2021 |
*Filed herewith.
**Furnished herewith.
#Indicates a management contract or any compensatory plan, contract or arrangement.
†Confidential treatment status has been granted as to certain portions thereto, which portions are omitted and filed separately with the U.S. Securities and Exchange Commission.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: January 14, 2022
CALLIDITAS THERAPEUTICS AB | ||
By: | /s/ Renée Aguiar-Lucander | |
Name: Renée Aguiar-Lucander | ||
Title: Chief Executive Officer | ||