UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 3, 2024
(Commission File No. 001-39308)
CALLIDITAS THERAPEUTICS AB
(Translation of registrant’s name into English)
Kungsbron 1, D5
SE-111 22
Stockholm, Sweden
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Following the announcement by Asahi Kasei Corporation (“Asahi Kasei”) on September 2, 2024 that it controls more than 90 percent of the outstanding shares of Calliditas Therapeutics AB (“Calliditas” or the “Company”), and declared its two offers to purchase all of the outstanding Common Shares and ADSs of Calliditas unconditional, and intends to initiate compulsory redemption of the remaining shares of the Company, the Board of Directors of Calliditas has resolved, in accordance with a request from Asahi Kasei, to take certain corporate actions.
Delisting of Common Shares and Delisting, Deregistration, and Termination of ADS Program
In light of the above, and in accordance with a request from Asahi Kasei, the Board of Directors of Calliditas has resolved to apply for delisting of the Company’s common shares (the “Common Shares”) from Nasdaq Stockholm, as well as its American Depositary Shares (“ADSs”) representing its Common Shares from the Nasdaq Global Select Market.
The last day of trading in the Common Shares on Nasdaq Stockholm will be announced as soon as Calliditas has received confirmation thereof from Nasdaq Stockholm.
The Company intends to file a Form 25 with the U.S. Securities and Exchange Commission (“SEC”) on or about September 13, 2024. The delisting of the ADSs is expected to become effective on or about September 23, 2024. Following the effectiveness of the delisting of the Company’s ADSs from Nasdaq, the Company intends to deregister the ADSs and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company has also notified the ADS depositary that it intends to terminate the depositary agreement and the ADS program.
Extraordinary General Meeting
The Board of Directors of Calliditas, at the request of Asahi Kasei, has convened an Extraordinary General Meeting to be held on September 30, 2024 for, among other things, the election of a new Board of Directors. The Notice of Extraordinary General Meeting is attached hereto as Exhibit 99.2.
Loan Agreements
In order to facilitate the completion of the offers by Asahi Kasei, the Company has entered into an amendment to its credit agreement with Athyrium Capital Management, LP (“Athyrium”) to provide for an extension of the date by which the credit facility is required to be repaid, in exchange for certain payments to Athyrium based on the date of repayment. In connection with this amendment, the Company also entered into a loan agreement with Asahi Kasei (the “Asahi Kasei Loan Agreement”) to fund the repayment to Athyrium. Under the Asahi Kasei Loan Agreement, Asahi Kasei has agreed to lend the Company $133,000,000 at an interest rate of 4.69% per annum, to be repaid over the next four years.
Forward-Looking Statements
This Form 6-K contains forward-looking statements concerning the Company, Asahi Kasei and the offers that involve a number of risks and uncertainties. Words such as “believes”, “anticipates”, “plans”, “expects”, “seeks”, “estimates”, and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. These forward-looking statements include statements about the Company’s plans, objectives, expectations and intentions including the Company’s intention to delist its securities from Nasdaq, deregister the ADSs, terminate the ADS program, convene an extraordinary general meeting, enter into certain agreements, and take other related actions. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control, including pursuant to regulatory intervention. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Schedule 14D-9, the Company’s Annual Report on Form 20-F and subsequent interim reports on Form 6-K, which are on file with the SEC and available at the SEC’s website at www.sec.gov and on the “Investors” page of the Company’s website, www.calliditas.se/en/investors/, under the heading “SEC Filings”, and in any subsequent documents Calliditas files or furnishes with the SEC. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
Enclosed hereto is a copy of an announcement published by Calliditas Therapeutics AB on September 3, 2024.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release dated September 3, 2024 | |
| 99.2 | Notice of Extraordinary General Meeting |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CALLIDITAS THERAPEUTICS AB | ||
| Date: September 3, 2024 | By: | /s/ Fredrik Johansson |
| Fredrik Johansson | ||
| Chief Financial Officer | ||
Exhibit 99.1
Calliditas Therapeutics Takes Certain Corporate Actions Following Announcement by Asahi Kasei
Stockholm, Sweden, September 3, 2024 – Following the announcement by Asahi Kasei Corporation (“Asahi Kasei”) on September 2, 2024 that it controls more than 90 percent of the outstanding shares of Calliditas Therapeutics AB (Nasdaq: CALT) (“Calliditas” or the “Company”), and declared its offers to purchase all of the outstanding Common Shares and American Depositary Shares (“ADSs”) of Calliditas unconditional, and intends to initiate compulsory redemption of the remaining shares of the Company, the Board of Directors of Calliditas has resolved, in accordance with a request from Asahi Kasei, to take certain corporate actions.
Delisting of Common Shares and Delisting, Deregistration, and Termination of ADS Program
In light of the above, and in accordance with a request from Asahi Kasei, the Board of Directors of Calliditas has resolved to apply for delisting of the Company’s common shares (the “Common Shares”) from Nasdaq Stockholm, as well as its ADSs representing its Common Shares from the Nasdaq Global Select Market.
The last day of trading in the Common Shares on Nasdaq Stockholm will be announced as soon as Calliditas has received confirmation thereof from Nasdaq Stockholm.
The Company intends to file a Form 25 with the U.S. Securities and Exchange Commission (“SEC”) on or about September 13, 2024. The delisting of the ADSs is expected to become effective on or about September 23, 2024. Following the effectiveness of the delisting of the Company’s ADSs from Nasdaq, the Company intends to deregister the ADSs and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company has also notified the ADS depositary that it intends to terminate the depositary agreement and the ADS program.
Extraordinary General Meeting
As announced today by separate press release, the Board of Directors of Calliditas, at the request of Asahi Kasei, has convened an Extraordinary General Meeting to be held on September 30, 2024 for, among other things, the election of a new Board of Directors.
About Calliditas
Calliditas Therapeutics is a commercial stage biopharma company based in Stockholm, Sweden focused on identifying, developing and commercializing novel treatments in orphan indications, with an initial focus on renal and hepatic diseases with significant unmet medical needs.
Forward-Looking Statements
This press release contains forward-looking statements concerning the Company, Asahi Kasei and the offers that involve a number of risks and uncertainties. Words such as “believes”, “anticipates”, “plans”, “expects”, “seeks”, “estimates”, and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. These forward-looking statements include statements about the Company’s plans, objectives, expectations and intentions including the Company’s intention to delist its securities from Nasdaq, deregister the ADSs, terminate the ADS program, convene an extraordinary general meeting, enter into certain agreements, and take other related actions. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control, including pursuant to regulatory intervention. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Schedule 14D-9, the Company’s Annual Report on Form 20-F and subsequent interim reports on Form 6-K, which are on file with the SEC and available at the SEC’s website at www.sec.gov and on the “Investors” page of the Company’s website, www.calliditas.se/en/investors/, under the heading “SEC Filings”, and in any subsequent documents Calliditas files or furnishes with the SEC. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
Exhibit 99.2
| Stockholm | 3 September 2024 |
Notice of extraordinary meeting of Calliditas Therapeutics AB (publ)
The shareholders of Calliditas Therapeutics AB (publ) (“Calliditas Therapeutics”), Reg. No. 556659-9766, with registered office in Stockholm, are summoned to the extraordinary general meeting on Monday 30 September 2024 at 12:00 p.m. CEST at Advokatfirman Vinge’s premises on Smålandsgatan 20, SE-111 46, Stockholm, Sweden. Registration starts at 11:30 a.m. CEST.
Background
Asahi Kasei Corporation (“Asahi Kasei”), which has announced that the public offer made regarding the company’s shares has been accepted to such extent that Asahi Kasei becomes the owner of more than 90 per cent of the shares and votes in the company, has requested the board of directors to issue a notice to an extraordinary general meeting to address the matters that are set out in the proposed agenda. Furthermore, Asahi Kasei has informed Calliditas that the company will revert with its proposed resolutions for the requested items 7-11 on the proposed agenda in connection with the general meeting, at the latest, and will be prepared to present its proposals at the general meeting.
Right to participate in the extraordinary general meeting and notice of participation
A shareholder who wishes to participate in the general meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 20 September 2024, and (ii) no later than 24 September 2024 give notice by post to Calliditas Therapeutics AB (publ), Extraordinary General Meeting 2024, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.calliditas.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 27 September 2024.
Nominee-registered shares
To be entitled to participate in the general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 20 September 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 24 September 2024 are taken into account when preparing the share register.
Number of shares and votes
As of the date of this notice there are a total 54,033,447 ordinary shares outstanding in the company that entitle to one vote per share at the general meeting. Furthermore, as of the date of this notice, the company holds 5,908,018 own ordinary shares which cannot be represented at the general meeting. Thus, there are a total of 59,941,465 ordinary shares and votes in the company, of which 54,033,447 shares and votes can be represented at the general meeting.
Proposed agenda
| 1. | Opening of the meeting |
| 2. | Election of a chairman of the meeting |
| 3. | Preparation and approval of the voting register |
| 4. | Approval of the agenda |
| 5. | Election of one or two persons to approve the minutes |
| 6. | Determination of whether the meeting was duly convened |
| 7. | Determination of the number of board members |
| 8. | Election and removal of board members |
| 9. | Determination of fees to the board members |
| 10. | Resolution that the principles for appointing the nomination committee shall no longer apply after the delisting of Calliditas’ shares from Nasdaq Stockholm |
| 11. | Resolution that the guidelines on remuneration to group management and board members shall no longer apply after the delisting of Calliditas’ shares from Nasdaq Stockholm |
| 12. | Closing of the meeting |
Election of chairman of the meeting (item 2)
The nomination committee proposes that Dain Hård Nevonen is elected as chairman of the general meeting.
Shareholder’s right to obtain information
Shareholders are reminded of their right to, at the general meeting, obtain information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Calliditas Therapeutics AB (publ), att. Fredrik Johansson, Kungsbron 1 D5, SE-111 22 Stockholm, Sweden, or via e-mail to fredrik.johansson@calliditas.com.
Other information
Proxy forms will be available at the company’s office and on Kungsbron 1 D5, SE-111 22 Stockholm, Sweden, and on the company’s webpage, www.calliditas.se/en/ at least three weeks before the general meeting. Copies of the documents will be sent to the shareholders who so request and who states their postal address.
Processing of personal data
For information on how your personal data is processed, please see the integrity policy that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, 3 September 2024 Calliditas Therapeutics AB (publ) The board of directors
This is an in-house translation of the Swedish original wording. In case of discrepancies between the English translation and the Swedish original, the Swedish text shall prevail.