As filed with the Securities and Exchange Commission on September 13, 2024
Registration No. 333-240126
Registration No. 333-272594
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-240126
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-272594
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
ESOP 2020 United States Sub-Plan
Board LTIP 2020
(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
Sanjay M. Shirodkar
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
(212) 335-4500
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. ¨
EXPLANATORY NOTE
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed by Calliditas Therapeutics AB (the “Registrant”) with the Securities and Exchange Commission (the “SEC”):
| · | Registration Statement on Form S-8 (File No. 333-240126), filed with the SEC on July 27, 2020, registering an aggregate of 1,531,371 of the Registrant’s common shares, including common shares represented by American Depositary Shares, issuable under the ESOP 2020 United States Sub-Plan and Board LTIP 2020; and |
| · | Registration Statement on Form S-8 (File No. 333-272594), filed with the SEC on June 12, 2023, registering 5,617,000 common shares, including common shares represented by American Depositary Shares, issuable under the Registrant’s ESOP 2021 United States Sub-Plan, ESOP 2022 United States Sub-Plan, ESOP 2023 United States Sub-Plan, Board LTIP 2021, Board LTIP 2022 and Board LTIP 2023. |
In accordance with undertakings made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under each of the Registration Statements. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statements.
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 these amendments to Form S-8 and has duly caused these Registration Statement amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Stockholm, Sweden on September 13, 2024.
| CALLIDITAS THERAPEUTICS AB | ||
| By: | /s/ Renée Aguiar-Lucander | |
| Renée Aguiar-Lucander | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
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 | September 13, 2024 |
| Renée Aguiar-Lucander | (Principal Executive Officer) | |
| /s/ Fredrik Johansson | Chief Financial Officer | September 13, 2024 |
| Fredrik Johansson | (Principal Financial and Accounting Officer) | |
| * | Chairman of the Board of Directors | September 13, 2024 |
| Elmar Schnee | ||
| /s/ Elisabeth Björk | Director | September 13, 2024 |
| Elisabeth Björk | ||
| * | Director | September 13, 2024 |
| Hilde Furberg | ||
| /s/ Fred Driscoll | Director | September 13, 2024 |
| Fred Driscoll | ||
| * | Director | September 13, 2024 |
| Diane Parks | ||
| /s/ Henrik Stenqvist | Director | September 13, 2024 |
| Henrik Stenqvist |
|
*By: /s/ Renée Aguiar-Lucander Renée Aguiar-Lucander Attorney-in-Fact |