Securities Registration: Employee Benefit Plan (s-8)
2023年6月13日 - 5:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 12, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CALLIDITAS
THERAPEUTICS AB
(Exact name of registrant as specified in its
charter)
Sweden |
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Not applicable |
(State or other jurisdiction of
incorporation
or organization) |
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(I.R.S. Employer
Identification Number) |
Kungsbron 1, D5
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)
ESOP 2021 United States Sub-Plan
ESOP 2022 United States Sub-Plan
ESOP 2023 United States Sub-Plan
Board LTIP 2021
Board LTIP 2022
Board LTIP 2023
(Full title of the plans)
Calliditas NA Enterprises Inc.
330 Madison Avenue, Suite 2310
New York, NY 10017-5001
(302) 636-5400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Joshua A. Kaufman
Marc Recht
Katie Kazem
Cooley LLP
55 Hudson Yards
New York, NY 10001-2157
(212) 479-6000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨ |
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Accelerated filer x |
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Non-accelerated filer ¨
(Do
not check if a smaller reporting company) |
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Smaller reporting company ¨ |
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Emerging growth company ¨ |
If an emerging growth company, 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. ¨
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form
S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory
note to Part I of this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered
to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed by Calliditas Therapeutics
AB (the “Registrant”) with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by
reference into this Registration Statement:
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(a) |
The Registrant’s Annual Report on Form 20-F filed with the Commission, dated April 26, 2023 (File No. 001-39308), which contains audited financial statements for the Registrant’s latest fiscal year for
which such statements have been filed; |
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(b) |
The Registrant’s reports on Form 6-K furnished to the Commission
on February 2, 2023, February 23, 2023, March 13, 2023, May 16, 2023, May 30, 2023 and June 8, 2023, and the exhibits filed thereto (File
No. 001-39308); and |
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(c) |
The description of the Registrant’s Common Shares and American
Depositary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on June 2, 2020 (File No. 001-39308), including any
amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Notwithstanding the foregoing, the Registrant is not incorporating by reference any
documents, portions of documents, exhibits or other information that is deemed to have been furnished to, rather than filed with, the
Commission. Under no circumstances shall any information subsequently furnished on Form 6-K be deemed incorporated herein by reference
unless such Form 6-K expressly provides to the contrary.
Any statement contained in this Registration
Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any
subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. |
DESCRIPTION OF SECURITIES |
Not applicable.
ITEM 5. |
INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
ITEM 6. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Under Swedish law, the directors of a company may
be liable for damages to the company in case it is established that they have intentionally or negligently caused damage to the company
in the of improper performance of their duties. Our directors may also be liable for damage suffered by shareholders or to our company
and to third parties if the directors have caused them such damage through violation for infringement of our articles of association,
or Swedish corporate law or Swedish accounting law. Under certain circumstances, directors may be criminally liable.
We maintain liability insurance for our directors
and officers, including insurance against liability under the Securities Act of 1933, as amended.
Certain of our non-executive directors may, through
their relationships with their employers or partnerships, be insured and/or indemnified against certain liabilities in their capacity
as members of our board of directors.
ITEM 7. |
Exemption from Registration Claimed |
Not applicable.
* Filed herewith.
(a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of
the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement; and |
| (iii) | To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
| (2) | That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and |
| (3) | To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering. |
(b) The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Stockholm,
Sweden on June 12, 2023.
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CALLIDITAS THERAPEUTICS AB |
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By: |
/s/ Renée Aguiar-Lucander |
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Renée Aguiar-Lucander |
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Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors, officers and/or
authorized representative in the United States of Calliditas Therapeutics AB, hereby severally constitute and appoint Renée Aguiar-Lucander
and Fredrik Johansson, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power to any of them, and
to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed
herewith, and any and all pre-effective and post-effective amendments to said registration statement, under the Securities Act of 1933,
as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of Calliditas Therapeutics
AB, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each
of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in fact and agents, and each of them,
or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney. Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date |
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/s/ Renée Aguiar-Lucander |
Chief Executive Officer and Director
(Principal Executive Officer) |
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Renée Aguiar-Lucander |
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June 12, 2023 |
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/s/ Fredrik Johansson |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
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Fredrik Johansson |
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June 12, 2023 |
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/s/ Elmar Schnee |
Chairman of the Board of Directors |
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Elmar Schnee |
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June 12, 2023 |
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/s/ Elisabeth Björk |
Director |
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Elisabeth Björk |
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June 12, 2023 |
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/s/ Fred Driscoll |
Director |
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Fred Driscoll |
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June 12, 2023 |
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/s/ Hilde Furberg |
Director |
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Hilde Furberg |
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June 12, 2023 |
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/s/ Diane Parks |
Director |
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Diane Parks |
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June 12, 2023 |
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/s/ Henrik Stenqvist |
Director |
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Henrik Stenqvist |
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June 12, 2023 |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the requirements of the Securities Act
of 1933, as amended the undersigned, the duly authorized representative in the United States of the registrant has signed this registration
statement, on June 12, 2023.
Calliditas NA Enterprises Inc. |
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Authorized Representative in the United States |
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By: |
/s/ Andrew B. Udell |
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Andrew B. Udell |
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President |
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Calliditas Therapeutics AB (PK) (USOTC:CLTEF)
過去 株価チャート
から 5 2024 まで 6 2024
Calliditas Therapeutics AB (PK) (USOTC:CLTEF)
過去 株価チャート
から 6 2023 まで 6 2024