The following resolutions were passed at the extraordinary general meeting of Calliditas Therapeutics AB (publ) held today, on March 3, 2020, in Stockholm.
Authorization to issue new shares and adoption of new articles of association
As part of the preparations for a potential offering of American Depository Shares in the United States and a concurrent listing on the Nasdaq Global Market in the United States, the extraordinary general meeting resolved to, in accordance with the board of directors’ proposal, authorize the board of directors to, at one or several occasions and for the period up until the next annual general meeting, issue shares with deviation from the shareholders’ preferential rights. The board of directors may only use the authorization to issue up to 11,000,000 shares, which corresponds to a dilution of approximately 22.1 percent based on the total number of outstanding shares at the time of the extraordinary general meeting. In light of the above, the extraordinary general meeting further resolved, in accordance with the board of directors’ proposal, to adopt new articles of association with new limits on the number of shares and share capital.
Adoption of an incentive program
Further, the extraordinary general meeting resolved to, in accordance with the board of directors’ proposal, introduce a long-term incentive program for members of the senior management and key personnel (including employees and consultants) in Calliditas. According to the incentive program, the participants will be granted options which after three years will entitle the holder to the acquisition of shares in the company at a pre-determined exercise price corresponding to 115 per cent of the volume-weighted average price of Calliditas’ share during the ten trading days preceding the granting date. Each option entitles the holder to the acquisition of one share in Calliditas and a total of not more than 1,500,000 options will be granted. In order to ensure delivery of shares and, if necessary, for hedging of social security costs under the incentive program, the extraordinary general meeting further resolved, in accordance with the board of directors’ proposal, to issue not more than 1,500,000 warrants.
For further information, please contact:
Mikael Widell, Head of Communications
Telephone: +46 703-11 99 60
The information was submitted for publication, through the agency of the contact person set out above, at 12:45 CET on March 3, 2020.
Calliditas Therapeutics is a specialty pharmaceutical company based in Stockholm, Sweden. It is focused on developing high quality pharmaceutical products for patients with a significant unmet medical need in niche indications, in which the Company can partially or completely participate in the commercialization efforts. The Company is focused on the development and commercialization of the product candidate Nefecon, a unique formulation optimized to combine a time lag effect with a concentrated release of the active substance budesonide, within a designated target area. This patented, locally acting formulation is intended for treatment of patients with the inflammatory renal disease IgA nephropathy (IgAN). Calliditas Therapeutics is running a global Phase 3 study within IgAN and aims to commercialize Nefecon in the US. The company is listed on Nasdaq Stockholm (ticker: CALTX). Visit www.calliditas.com for further information.