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   Not applicable
(State or other jurisdiction of
incorporation or organization)		   (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.

 

  Large accelerated filer  ¨    Accelerated filer  x         
       
  Non-accelerated filer ¨
(Do not check if a smaller reporting company)		   Smaller reporting company  ¨
       
      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:

 

  (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;
     
  (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
     
  (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.

 

 

 

 

ITEM 8. EXHIBITS

 

    Incorporated by Reference
Exhibit
Number		 Description Schedule
Form		 File Number Exhibit Filing Date
4.1* Articles of Association of the Registrant (English Translation)        
4.2 Form of Deposit Agreement Form F-1/A 333-238244 4.1 June 1, 2020
4.3 Form of American Depositary Receipt (included in Exhibit 4.2)        
5.1* Opinion of Advokatfirman Vinge, Swedish counsel to 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 the signature page of this Form S-8).        
99.1 ESOP 2021 United States Sub-Plan 20-F 001-38097 4.12 April 26, 2023
99.2 ESOP 2022 United States Sub-Plan 20-F 001-38097 4.15 April 26, 2023
99.3* ESOP 2023 United States Sub-Plan        
99.4 Board LTIP 2021 20-F 001-38097 4.8 April 26, 2023
99.5 Board LTIP 2022 20-F 001-38097 4.9 April 26, 2023
99.6* Board LTIP 2023        
107* Filing Fee Table        

 

 

* Filed herewith.

 

ITEM 9. UNDERTAKINGS

 

(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.

 

  CALLIDITAS THERAPEUTICS AB
     
  By: /s/ Renée Aguiar-Lucander
    Renée Aguiar-Lucander
    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
     
/s/ Renée Aguiar-Lucander Chief Executive Officer and Director
(Principal Executive Officer)		  
Renée Aguiar-Lucander   June 12, 2023
     
/s/ Fredrik Johansson Chief Financial Officer
(Principal Financial and Accounting Officer)		  
Fredrik Johansson   June 12, 2023
     
/s/ Elmar Schnee Chairman of the Board of Directors  
Elmar Schnee   June 12, 2023
     
/s/ Elisabeth Björk Director  
Elisabeth Björk   June 12, 2023
     
/s/ Fred Driscoll Director  
Fred Driscoll   June 12, 2023
     
/s/ Hilde Furberg Director  
Hilde Furberg   June 12, 2023
     
/s/ Diane Parks Director  
Diane Parks   June 12, 2023
     
/s/ Henrik Stenqvist Director  
Henrik Stenqvist   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.  
Authorized Representative in the United States  
   
By: /s/ Andrew B. Udell  
  Andrew B. Udell  
  President  

 

 

 

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