|
Sweden
|
| |
3826
|
| |
Not applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Kristopher D. Brown
Stephanie A. Richards Goodwin Procter LLP 620 Eighth Avenue New York, New York 02109 (212) 813-8800 |
| |
Annika Melin Jakobsson
Mats Dahlberg Advokatfirman Delphi KB Mäster Samuelsgatan 17, P.O. Box 1432 SE-111 84 Stockholm, Sweden +46 8 677 54 00 |
| |
Richard Segal
Charles Kim Eric Blanchard Madison A. Jones Cooley LLP 500 Boylston Street Boston, Massachusetts 02116 (617) 973-2300 |
| |
Emil Hedberg
Ylva Forsberg Advokatfirmaet Schjødt AS, filial Hamngatan 27 P.O. Box 715 SE-101 33 Stockholm, Sweden +46 8 505 501 00 |
|
| | |||||||||||
Title of each class of securities
to be registered |
| | |
Proposed
maximum aggregate offering price(1) |
| | |
Amount of
registration fee(2) |
| |||
Common shares, quota value SEK 1.00 per share(3)
|
| | |
$
|
| | | | $ | | |
| | |
Page
|
| |||
| | | | i | | | |
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| | | | 71 | | | |
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| | | | 131 | | | |
| | | | 137 | | | |
| | | | 139 | | | |
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| | | | 157 | | | |
| | | | 159 | | | |
| | | | 165 | | | |
| | | | 170 | | | |
| | | | 171 | | | |
| | | | 171 | | | |
| | | | 172 | | | |
| | | | 173 | | | |
| | | | F-1 | | |
Amounts in thousands of U.S. Dollars
(except per share amounts) |
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Revenue
|
| | | $ | 41,693 | | | | | | $ | 4,625 | | |
Cost of goods sold
|
| | | | (13,018) | | | | | | | (1,254) | | |
Gross profit
|
| | | | 28,675 | | | | | | | 3,371 | | |
Selling expenses
|
| | | | (8,247) | | | | | | | (9,011) | | |
Administrative expenses
|
| | | | (26,609) | | | | | | | (709) | | |
Research and development expenses
|
| | | | (4,845) | | | | | | | (1,676) | | |
Other operating income
|
| | | | 363 | | | | | | | 310 | | |
Operating loss
|
| | |
|
(10,663)
|
| | | | |
|
(7,715)
|
| |
Financial income
|
| | | | 7 | | | | | | | 242 | | |
Financial expenses
|
| | | | (7,874) | | | | | | | (27) | | |
Loss before tax
|
| | | | (18,530) | | | | | | | (7,500) | | |
Income tax
|
| | | | 652 | | | | | | | (332) | | |
Net loss for the period (Attributable to shareholders of the Parent)
|
| | | $ | (17,878) | | | | | | $ | (7,832) | | |
Weighted average number of shares (thousands)(1)
|
| | | | 35,274 | | | | | | | 171 | | |
Basic and diluted loss per share(1)
|
| | | $ | (0.83) | | | | | | $ | (45.80) | | |
Weighted average number of shares (thousands) used to compute
pro forma loss per share(2) |
| | | | | | | | | | | | | |
Pro forma basic and diluted loss per share(2)
|
| | | | | | | | | | | | | |
Amounts in thousands of U.S. Dollars
|
| |
Successor
As of December 31, 2019 |
| |
Pro Forma(1)
|
| |
Pro Forma
As Adjusted(2)(3) |
| |||||||||
Cash at bank and in hand
|
| | | $ | 6,162 | | | | | $ | | | | | $ | | | ||
Total assets
|
| | | | 346,919 | | | | | | | | | | | | | | |
Total equity attributable to shareholders of the
Parent |
| | | | 205,966 | | | | | | | | | | | | | | |
Non-Current interest-bearing loans and borrowings
|
| | | | 56,278 | | | | | | | | | | | | | | |
Total liabilities
|
| | | | 140,953 | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity
|
| | | | 346,919 | | | | | | | | | | | | | | |
| | |
As of December 31, 2020
|
| |||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma As
Adjusted(1) |
| |||||||||
| | |
(Amounts in thousands of U.S. Dollars)
|
| |||||||||||||||
Cash at bank and in hand
|
| | | $ | | | | | $ | | | | | $ | | | |||
Shareholders’ equity
|
| | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | | | | | | | | | | | | | | | |
Other contributed capital
|
| | | | | | | | | | | | | | | | | | |
Reserves
|
| | | | | | | | | | | | | | | | | | |
Accumulated losses
|
| | | | | | | | | | | | | | | | | | |
Total equity attributable to shareholders of the Parent
|
| | | | | | | | | | | | | | | | | | |
Total capitalization
|
| | | $ | | | | | | $ | | | | | | $ | | | |
|
Assumed initial public offering price per ADS
|
| | | $ | | | |
|
Historical net tangible book value per ADS as of December 31, 2020
|
| | | | | | |
|
Increase (decrease) in net tangible book value per ADS attributable to the
Restructuring |
| | | | | | |
|
Pro forma net tangible book value per ADS as of December 31, 2020
|
| | | | | | |
|
Increase in pro forma net tangible book value per ADS attributable to new investors
|
| | | | | | |
|
Pro forma as adjusted net tangible book value per ADS as of December 31, 2020
|
| | | | | | |
|
Dilution per ADS to new investors participating in this offering
|
| | | $ | | | |
| | |
Shares or ADSs(1)
Purchased |
| |
Total
Consideration |
| |
Average
Price per Share |
| |
Average
Price per ADS |
| |||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |||||||||||||||||||||
Existing shareholders
|
| |
|
| | | | % | | | | | $ | | | | | | % | | | | | $ | | | | | $ | | | |||
New investors
|
| | | | | | | % | | | | | $ | | | | | | % | | | | | $ | | | | | $ | | | |||
Total
|
| | | | | | | 100% | | | | | $ | | | | | | 100% | | | | | $ | | | | | $ | | | |
Amounts in thousands of U.S. Dollars
(except per share amounts) |
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Revenue
|
| | | $ | 41,693 | | | | | | $ | 4,625 | | |
Cost of goods sold
|
| | | | (13,018) | | | | | | | (1,254) | | |
Gross profit
|
| | | | 28,675 | | | | | | | 3,371 | | |
Selling expenses
|
| | | | (8,247) | | | | | | | (9,011) | | |
Administrative expenses
|
| | | | (26,609) | | | | | | | (709) | | |
Research and development expenses
|
| | | | (4,845) | | | | | | | (1,676) | | |
Other operating income
|
| | | | 363 | | | | | | | 310 | | |
Operating loss
|
| | | | (10,663) | | | | | | | (7,715) | | |
Financial income
|
| | | | 7 | | | | | | | 242 | | |
Financial expenses
|
| | | | (7,874) | | | | | | | (27) | | |
Loss before tax
|
| | | | (18,530) | | | | | | | (7,500) | | |
Income tax
|
| | | | 652 | | | | | | | (332) | | |
Net loss for the period (Attributable to shareholders of the Parent)
|
| | | $ | (17,878) | | | | | | $ | (7,832) | | |
Weighted average number of shares (thousands)(1)
|
| | | | 35,274 | | | | | | | 171 | | |
Basic and diluted loss per share(1)
|
| | | $ | (0.83) | | | | | | $ | (45.80) | | |
Amounts in thousands of U.S. Dollars
|
| |
Successor
As of December 31, 2019 |
| |||
Cash at bank and in hand
|
| | | $ | 6,162 | | |
Total assets
|
| | | | 346,919 | | |
Total equity attributable to shareholders of the Parent
|
| | | | 205,966 | | |
Non-Current interest-bearing loans and borrowings
|
| | | | 56,278 | | |
Total liabilities
|
| | | | 140,953 | | |
Total liabilities and shareholders’ equity
|
| | | | 346,919 | | |
Amounts in thousands of U.S. Dollars
|
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Revenue
|
| | | $ | 41,693 | | | | | | $ | 4,625 | | |
Cost of goods sold
|
| | | | (13,018) | | | | | | | (1,254) | | |
Gross profit
|
| | | | 28,675 | | | | | | | 3,371 | | |
Selling expenses
|
| | | | (8,247) | | | | | | | (9,011) | | |
Administrative expenses
|
| | | | (26,609) | | | | | | | (709) | | |
Research and development expenses
|
| | | | (4,845) | | | | | | | (1,676) | | |
Other operating income
|
| | | | 363 | | | | | | | 310 | | |
Operating loss
|
| | | | (10,663) | | | | | | | (7,715) | | |
Financial income
|
| | | | 7 | | | | | | | 242 | | |
Financial expenses
|
| | | | (7,874) | | | | | | | (27) | | |
Loss before tax
|
| | | | (18,530) | | | | | | | (7,500) | | |
Income tax
|
| | | | 652 | | | | | | | (332) | | |
Net loss for the period (Attributable to shareholders of the Parent)
|
| | | $ | (17,878) | | | | | | $ | (7,832) | | |
Amounts in thousands of U.S. Dollars, unless otherwise
stated |
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Total Constant Currency Revenue Growth(1)
|
| | | | — | | | | | | | — | | |
Adjusted EBITDA(1)
|
| | | $ | 17,581 | | | | | | $ | 445 | | |
Adjusted Gross Profit(1)
|
| | | $ | 31,242 | | | | | | $ | 3,371 | | |
Adjusted Gross Profit %(1)
|
| | | | 74.9% | | | | | | | 72.9% | | |
| | |
For the year ended December 31,
|
| |||||||||
Amounts in thousands of U.S. Dollars, unless otherwise stated
|
| |
2020
|
| |
2019(1)
|
| ||||||
Revenue
|
| | | $ | | | | | $ | | | ||
Revenue period-over-period growth rate
|
| | | | % | | | | | | | | |
Estimated impact of foreign currency exchange rate fluctuations.
|
| | | | % | | | | | | | | |
Total constant currency revenue growth
|
| | | | % | | | | | | | | |
Amounts in thousands of U.S. Dollars
|
| |
Successor
From January 4, 2019 through December 31, 2019 |
| | |
Predecessor
From January 1, 2019 through March 7, 2019 |
| ||||||
Operating loss
|
| | | $ | (10,663) | | | | | | $ | (7,715) | | |
Add: | | | | | | | | | | | | | | |
Amortization
|
| | | | 7,836 | | | | | | | 1 | | |
Depreciation
|
| | | | 1,321 | | | | | | | 220 | | |
EBITDA
|
| | | | (1,506) | | | | | | | (7,494) | | |
Acquisition related costs
|
| | | | 14,666 | | | | | | | — | | |
Management adjustments
|
| | | | 4,421 | | | | | | | 7,939 | | |
Adjusted EBITDA
|
| | | $ | 17,581 | | | | | | $ | 445 | | |
Amounts in thousands of U.S. Dollars, unless otherwise stated
|
| |
Successor
From January 4, 2019 through December 31, 2019 |
| | |
Predecessor
From January 1, 2019 through March 7, 2019 |
| ||||||
Revenue
|
| | | $ | 41,693 | | | | | | $ | 4,625 | | |
Cost of goods sold
|
| | | | (13,018) | | | | | | | (1,254) | | |
Gross profit
|
| | | | 28,675 | | | | | | | 3,371 | | |
Gross profit %
|
| | | | 68.8% | | | | | | | 72.9% | | |
Less: | | | | | | | | | | | | | | |
Inventory Fair Value Step Up
|
| | | | 2,567 | | | | | | | — | | |
Adjusted Gross Profit
|
| | | $ | 31,242 | | | | | | $ | 3,371 | | |
Adjusted Gross Profit %
|
| | | | 74.9% | | | | | | | 72.9% | | |
Amounts in thousands of U.S. Dollars
|
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Revenue
|
| | | $ | 41,693 | | | | | | $ | 4,625 | | |
Cost of goods sold
|
| | | | (13,018) | | | | | | | (1,254) | | |
Gross profit
|
| | | | 28,675 | | | | | | | 3,371 | | |
Selling expenses
|
| | | | (8,247) | | | | | | | (9,011) | | |
Administrative expenses
|
| | | | (26,609) | | | | | | | (709) | | |
Research and development expenses
|
| | | | (4,845) | | | | | | | (1,676) | | |
Other operating income
|
| | | | 363 | | | | | | | 310 | | |
Operating loss
|
| | | | (10,663) | | | | | | | (7,715) | | |
Financial income
|
| | | | 7 | | | | | | | 242 | | |
Financial expenses
|
| | | | (7,874) | | | | | | | (27) | | |
Loss before tax
|
| | | | (18,530) | | | | | | | (7,500) | | |
Income tax
|
| | | | 652 | | | | | | | (332) | | |
Net loss for the period (Attributable to shareholders of the Parent)
|
| | | $ | (17,878) | | | | | | $ | (7,832) | | |
| | |
For the period from January 4, 2019
through December 31, 2019 |
| |||||||||||||||||||||
Amounts in thousands of U.S. Dollars
|
| |
Kit
|
| |
Services
|
| |
Corporate/
Unallocated |
| |
Total
|
| ||||||||||||
Americas
|
| | | $ | 6,266 | | | | | $ | 19,431 | | | | | $ | 1,449 | | | | |
$
|
27,146
|
| |
EMEA
|
| | | | 4,272 | | | | | | 7,691 | | | | | | 1,405 | | | | |
|
13,368
|
| |
Rest of world
|
| | | | 529 | | | | | | 617 | | | | | | 33 | | | | |
|
1,179
|
| |
Total | | | | $ | 11,067 | | | | | $ | 27,739 | | | | | $ | 2,887 | | | | | $ | 41,693 | | |
|
| | |
For the period from January 1, 2019
through March 7, 2019 |
| |||||||||||||||||||||
Amounts in thousands of U.S. Dollars
|
| |
Kit
|
| |
Services
|
| |
Corporate/
Unallocated |
| |
Total
|
| ||||||||||||
Americas
|
| | | $ | 901 | | | | | $ | 1,529 | | | | | $ | 158 | | | | |
$
|
2,588
|
| |
EMEA
|
| | | | 829 | | | | | | 951 | | | | | | 152 | | | | |
|
1,932
|
| |
Rest of world
|
| | | | 99 | | | | | | — | | | | | | 6 | | | | |
|
105
|
| |
Total | | | | $ | 1,829 | | | | | $ | 2,480 | | | | | $ | 316 | | | | | $ | 4,625 | | |
| | |
Successor
Interest Rate |
| |
Maturity
|
| |
As of
December 31, 2019 |
|
| | | | | | | |
(Amounts in
thousands of U.S. Dollars) |
| |
Current interest-bearing loans and borrowings
|
| | | | | | | | | |
Lease Liabilities
|
| |
6.25%
|
| |
2020 – 2023
|
| |
$1,414
|
|
Other interest-bearing loan entered in conjunction with loan from shareholder
|
| |
8%
|
| |
On demand
|
| |
1,618
|
|
Loan from shareholder
|
| |
8%
|
| |
On demand
|
| |
41,102
|
|
Total current interest-bearing loans and borrowings
|
| | | | | | | |
44,134
|
|
Non-current interest-bearing loans and borrowings
|
| | | | | | | | | |
Lease Liabilities
|
| |
6.25%
|
| |
2020 – 2023
|
| |
3,050
|
|
Facility – Loan 1
|
| |
LIBOR + 6.25%
|
| |
2025
|
| |
48,405
|
|
Facility – Loan 2
|
| |
EURIBOR + 5.85%
|
| |
2025
|
| |
4,823
|
|
Total non-current interest-bearing loans and borrowings
|
| | | | | | | |
56,278
|
|
Total interest-bearing loans and
borrowings |
| | | | | | | |
$100,412
|
|
Amounts in thousands of U.S. Dollars
|
| |
Successor
For the year period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Cash used in operating activities
|
| | | $ | (21,025) | | | | | | $ | (2,642) | | |
Cash used in investing activities
|
| | | | (289,956) | | | | | | | (189) | | |
Cash flow from financing activities
|
| | | | 313,774 | | | | | | | 9,282 | | |
Net cash flow during the financial year
|
| | | $ | 2,793 | | | | | | $ | 6,451 | | |
Amounts in thousands of U.S. Dollars
|
| |
Total
|
| |
Less than 1
year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than 5
years |
| |||||||||||||||
Loan facilities
|
| | | $ | 78,506 | | | | | $ | 4,531 | | | | | $ | 9,062 | | | | | $ | 9,062 | | | | | $ | 55,851 | | |
Loan from shareholders
|
| | |
|
41,102
|
| | | | | 41,102 | | | | | | — | | | | | | — | | | | | | — | | |
Other interest-bearing loan entered in conjunction with loan from shareholder
|
| | |
|
1,618
|
| | | | | 1,618 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | |
|
4,904
|
| | | | | 1,539 | | | | | | 2,977 | | | | | | 388 | | | | | | — | | |
Advance invoiced customers
|
| | |
|
1,068
|
| | | | | 1,068 | | | | | | — | | | | | | — | | | | | | — | | |
Accounts payable
|
| | |
|
2,056
|
| | | | | 2,056 | | | | | | — | | | | | | — | | | | | | — | | |
Impact of non-functional currency foreign exchange exposures
Amounts in thousands of U.S. Dollars |
| |
(Increase)/decrease in
loss before tax |
| |||
USD/SEK exchange rate – increase 2%
|
| | | $ | (717) | | |
USD/SEK exchange rate – decrease 2%
|
| | | | 717 | | |
Impact of non-functional currency foreign exchange exposures
Amounts in thousands of U.S. Dollars |
| |
(Increase)/decrease in
loss before tax |
| |||
USD/SEK exchange rate – increase 2%
|
| | | $ | (50) | | |
USD/SEK exchange rate – decrease 2%
|
| | | | 50 | | |
Impact of interest rate exposures
Amounts in thousands of U.S. Dollars |
| |
(Increase)/decrease in
loss before tax |
| |||
Interest rates – increase by 10 basis points
|
| | | | (13) | | |
Interest rates – decrease by 10 basis points
|
| | | | 13 | | |
Research area
|
| |
Number of
articles |
| |
Percentage
of total |
| ||||||
Cardiovascular disease
|
| | | | 158 | | | | | | 33.4% | | |
Oncology | | | | | 71 | | | | | | 15.0% | | |
Neurology | | | | | 42 | | | | | | 8.9% | | |
Metabolic diseases
|
| | | | 36 | | | | | | 7.6% | | |
Infectious diseases
|
| | | | 28 | | | | | | 5.9% | | |
Inflammatory diseases
|
| | | | 26 | | | | | | 5.5% | | |
Wider proteomics studies
|
| | | | 24 | | | | | | 5.1% | | |
Immunology | | | | | 23 | | | | | | 4.9% | | |
Dermatological diseases
|
| | | | 17 | | | | | | 3.6% | | |
Technical studies
|
| | | | 11 | | | | | | 2.3% | | |
Name
|
| |
Age
|
| |
Position(s)
|
| |||
Executive Officers: | | | | | | | | | | |
Jon Heimer
|
| | | | 53 | | | |
Chief Executive Officer and Director
|
|
Oskar Hjelm
|
| | | | 36 | | | | Chief Financial Officer | |
Rickard El Tarzi
|
| | | | 34 | | | | Chief Strategy Officer | |
Ida Grundberg, PhD
|
| | | | 38 | | | | Chief Scientific Officer | |
Carl Raimond
|
| | | | 50 | | | | Chief Commercial Officer | |
Fredrik Netzel
|
| | | | 52 | | | | Chief Operating Officer | |
Linda Ramirez-Eaves, Esq.
|
| | | | 49 | | | | General Counsel | |
Directors: | | | | | | | | | | |
Gustavo Salem
|
| | | | 57 | | | |
Chairman of the Board of Directors
|
|
Johan Lund, PhD
|
| | | | 63 | | | | Director | |
Nicolas Roelofs, PhD
|
| | | | 62 | | | | Director | |
Tommi Unkuri
|
| | | | 40 | | | | Director | |
| | |
Number of Shares
Beneficially Owned Before Offering |
| |
Percentage of
Shares Beneficially Owned |
| |||
Name of Beneficial Owners
|
| |
Before
Offering |
| |
After
Offering |
| |||
5% or Greater Shareholders: | | | | | | | | | | |
Knilo InvestCo AB
|
| | | | | | | | | |
Executive Officers and Directors: | | | | | | | | | | |
Jon Heimer
|
| | | | | | | | | |
Oskar Hjelm
|
| | | | | | | | | |
Rickard El Tarzi
|
| | | | | | | | | |
Ida Grundberg, PhD
|
| | | | | | | | | |
Carl Raimond
|
| | | | | | | | | |
Fredrik Netzel
|
| | | | | | | | | |
Linda Ramirez-Eaves, Esq.
|
| | | | | | | | | |
Tommi Unkuri
|
| | | | | | | | | |
Gustavo Salem
|
| | | | | | | | | |
Johan Lund, PhD
|
| | | | | | | | | |
Nicolas Roelofs, PhD
|
| | | | | | | | | |
All current directors and executive officers as a group (11 persons)
|
| | | | | | | | | |
|
Number of Directors
|
| |||
| Sweden. Under the Swedish Companies Act, a public limited company shall have a board of directors consisting of at least three directors. Not less than one-half of the directors shall be resident within the European Economic Area (unless otherwise approved by the Swedish Companies Registration Office). The actual number of board members shall be determined by a shareholders’ meeting, within the limits set out in the company’s articles of association. In addition, under certain circumstances employee representatives are entitled to be represented on the board of directors without an election at a shareholders’ meeting according to the Swedish Board Representation Act (Private Sector Employees) (Sw. lag (1987:1245) om styrelserepresentation för de privatanställda). | | | Delaware. Under the Delaware General Corporation Law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws. The Delaware General Corporation Law does not address director independence, though Delaware courts have provided general guidance as to determining independence, including that the determination must be both an objective and a subjective assessment. | |
|
Removal of Directors
|
| |||
| Sweden. Under the Swedish Companies Act, directors appointed at a general meeting may be removed by a resolution adopted at a general meeting, upon the affirmative vote of a simple majority of the votes cast. | | | Delaware. Under the Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, stockholders may effect such removal only for cause. | |
|
Vacancies on the Board of Directors
|
| |||
| Sweden. Under the Swedish Companies Act, if a director’s tenure should terminate prematurely, the election of a new director may be deferred until the time of the next annual general meeting, providing there are enough remaining directors to constitute a quorum. | | | Delaware. Under the Delaware General Corporation Law, vacancies on a corporation’s board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors. | |
|
Annual General Meeting
|
| |||
| Sweden. Under the Swedish Companies Act, within six months of the end of each fiscal year, the shareholders shall hold an annual general meeting at which the board of directors shall present the annual report and auditor’s report and, for a parent company which is obliged to prepare group accounts, the group accounts and the auditor’s report for the group. Shareholder meetings shall be held in the city stated in the articles of association. The minutes of a shareholders’ meeting must be made available to the shareholders at the office of the company no later than two weeks after the meeting and a copy of the minutes shall be sent to those shareholders who so request and who state their postal address. | | | Delaware. Under the Delaware General Corporation Law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws. If a company fails to hold an annual meeting or fails to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date was designated, 13 months after either the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, whichever is later, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The Delaware General Corporation Law does not require | |
| | | | minutes of stockholders’ meetings to be made public. | |
|
Special Meeting
|
| |||
| Sweden. Under the Swedish Companies Act, the board of directors shall convene an extraordinary general meeting if a shareholder minority representing at least ten per cent of the company’s shares or the auditor of the company so demands, and the board of directors may convene an extraordinary general meeting whenever it believes reason exists to hold an extraordinary general meeting prior to the next annual general meeting. | | | Delaware. Under the Delaware General Corporation Law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. | |
|
Notices
|
| |||
| Sweden. Under the Swedish Companies Act, a shareholders’ meeting must be preceded by a notice. The notice of the annual general meeting of shareholders and a notice including a proposal to amend the articles of association of any general meeting of shareholders must be issued no sooner than six weeks and no later than four weeks before the date of the meeting. In general, notice of other extraordinary general meetings must be issued no sooner than six weeks and no later than two weeks before the date of the meeting. Public companies must always notify shareholders of a general meeting by an announcement in the Swedish Official Gazette, and if the articles of association provide for it, by advertisement in a Swedish newspaper, and by making the notice available on the company’s website. | | | Delaware. Under the Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting. | |
|
Preemptive Rights
|
| |||
| Sweden. Under the Swedish Companies Act, shareholders of any class of shares have a preemptive right to subscribe for shares issued of any class in proportion to their shareholdings. The preemptive right to subscribe does not apply in respect of shares issued for non-cash consideration or of shares issued pursuant to convertible debentures or warrants previously issued by the company. The preemptive right to subscribe for new shares may also be set aside by a resolution passed by two thirds of the votes cast and shares represented at the shareholders’ meeting resolving upon the issue. | | | Delaware. Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation’s stock. | |
|
Shareholder Vote on Certain Transactions
|
| |||
| Sweden. In matters which do not relate to elections and are not otherwise governed by the Swedish Companies Act or the articles of association, resolutions shall be adopted at the | | | Delaware. Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease | |
|
general meeting by a simple majority of the votes cast. In the event of a tied vote, the chairman shall have the casting vote. For matters concerning securities of the company, such as new share issuances, and other transactions such as mergers, and a change from a public to a private company (or vice-versa), the articles of association may only prescribe thresholds which are higher than those provided in the Swedish Companies Act.
Unless otherwise prescribed in the articles of association, the person who receives the most votes in an election shall be deemed elected. In general, a resolution involving the alteration of the articles of association shall be valid only when supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting. The Swedish Companies Act lays out numerous exceptions for which a higher threshold applies, including restrictions on certain rights of shareholders, limits on the number of shares shareholders may vote at the general meeting, directed share issues to directors, employees and other closely related parties, and changes in the legal relationship between shares. |
| | or exchange of all or substantially all of a corporation’s assets or dissolution requires: (i) the approval of the board of directors; and (ii) approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter. | |
|
Service
|
| |
Fees
|
|
| Issuance of ADSs (such as an issuance of ADS upon a deposit of common shares, upon a change in the ADSs-to-shares ratio, or for any other reason), excluding ADS issuances as a result of distributions of common shares) | | | Up to U.S. per ADS issued | |
| Cancellation of ADSs (such as a cancellation of ADSs for delivery of deposited property, upon a change in the ADSs-to-shares ratio, or for any other reason) | | | Up to U.S. per ADS cancelled | |
| Distribution of cash dividends or other cash distributions (such as upon a sale of rights and other entitlements) | | | Up to U.S. per ADS held | |
| Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions or (ii) exercise of rights to purchase additional ADSs | | | Up to U.S. per ADS held | |
| Distribution of securities other than ADSs or rights to purchase additional ADSs (such as upon a spin-off) | | | Up to U.S. per ADS held | |
| ADS services | | | Up to U.S. per ADS held on the applicable record date established by the depositary bank | |
| Registration of ADS transfers (such as upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason) | | | Up to U.S. per ADS (or fraction thereof) transferred | |
| Conversion of ADSs of one series for ADSs of another series (such as upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the deposit agreement) into freely transferable ADSs, and vice versa). | | | Up to U.S. per ADS (or fraction thereof) converted | |
Underwriters
|
| |
Number of ADSs
|
|
Goldman Sachs & Co. LLC
|
| |
|
|
Morgan Stanley & Co. LLC
|
| | | |
Total
|
| | | |
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per ADS
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | | |
| | |
Amount to
be Paid |
| |||
SEC registration fee
|
| | | $ | * | | |
Nasdaq listing fee
|
| | | | * | | |
FINRA filing fee
|
| | | | * | | |
Printing expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous costs
|
| | | | * | | |
Total
|
| | | | * | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | |
Amounts in thousands of U.S. Dollars
|
| |
Note
|
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Revenue
|
| |
5
|
| | | $ | 41,693 | | | | | | $ | 4,625 | | |
Cost of goods sold
|
| |
6
|
| | | | (13,018) | | | | | | | (1,254) | | |
Gross profit
|
| | | | | | | 28,675 | | | | | | | 3,371 | | |
Selling expenses
|
| |
6
|
| | | | (8,247) | | | | | | | (9,011) | | |
Administrative expenses
|
| |
6
|
| | | | (26,609) | | | | | | | (709) | | |
Research and development expenses
|
| |
6
|
| | | | (4,845) | | | | | | | (1,676) | | |
Other operating income
|
| | | | | | | 363 | | | | | | | 310 | | |
Operating loss
|
| | | | | | | (10,663) | | | | | | | (7,715) | | |
Financial income
|
| |
8
|
| | | | 7 | | | | | | | 242 | | |
Financial expenses
|
| |
8
|
| | | | (7,874) | | | | | | | (27) | | |
Loss before tax
|
| | | | | | | (18,530) | | | | | | | (7,500) | | |
Income tax
|
| |
9
|
| | | | 652 | | | | | | | (332) | | |
Net loss for the period (Attributable to shareholders of the
Parent) |
| | | | | | $ | (17,878) | | | | | | $ | (7,832) | | |
Other comprehensive income/(loss): | | | | | | | | | | | | | | | | | |
Items that may be reclassified to profit or loss: | | | | | | | | | | | | | | | | | |
Exchange differences from translation of foreign operations
|
| | | | | | | 2,599 | | | | | | | (408) | | |
Other comprehensive income/(loss) for the period, net of tax
|
| | | | | | | 2,599 | | | | | | | (408) | | |
Total comprehensive loss for the period, net of tax
|
| | | | | | $ | (15,279) | | | | | | $ | (8,240) | | |
Total comprehensive loss for the period (Attributable to shareholders of the Parent)
|
| | | | | | $ | (15,279) | | | | | | $ | (8,240) | | |
Basic and diluted loss per share
|
| |
22
|
| | | $ | (0.83) | | | | | | $ | (45.80) | | |
Amounts in thousands of U.S. Dollars
|
| |
Note
|
| |
Successor As of
December 31, 2019 |
| |||
ASSETS | | | | | | | | | | |
Non-current assets | | | | | | | | | | |
Intangible assets
|
| |
12
|
| | | $ | 302,404 | | |
Property, plant and equipment
|
| |
13
|
| | | | 2,741 | | |
Right-of-use assets
|
| |
14
|
| | | | 4,781 | | |
Deferred tax assets
|
| |
9
|
| | | | 10 | | |
Other long-term receivables
|
| |
15
|
| | | | 127 | | |
Total non-current assets
|
| | | | | |
|
310,063
|
| |
Current assets | | | | | | | | | | |
Inventories
|
| |
16
|
| | | | 11,888 | | |
Trade receivables
|
| |
17
|
| | | | 17,444 | | |
Other receivables
|
| |
18
|
| | | | 317 | | |
Prepaid expenses and accrued income
|
| | | | | | | 1,045 | | |
Cash at bank and in hand
|
| | | | | | | 6,162 | | |
Total current assets
|
| | | | | |
|
36,856
|
| |
TOTAL ASSETS
|
| | | | | | $ | 346,919 | | |
EQUITY | | | | | | | | | | |
Share capital
|
| |
19
|
| | | | 22,124 | | |
Other contributed capital
|
| |
19
|
| | | | 199,121 | | |
Reserves
|
| | | | | | | 2,599 | | |
Accumulated losses
|
| | | | | | | (17,878) | | |
Total equity attributable to shareholders of the Parent
|
| | | | | | $ | 205,966 | | |
LIABILITIES | | | | | | | | | | |
Non-current liabilities | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| |
15
|
| | | | 56,278 | | |
Deferred tax liabilities
|
| |
9
|
| | | | 30,345 | | |
Total non-current liabilities
|
| | | | | |
|
86,623
|
| |
Current liabilities | | | | | | | | | | |
Interest-bearing loans and borrowings
|
| |
15
|
| | | | 44,134 | | |
Accounts payable
|
| | | | | | | 2,056 | | |
Current tax liabilities
|
| |
9
|
| | | | 2,752 | | |
Other current liabilities
|
| |
20
|
| | | | 5,388 | | |
Total current liabilities
|
| | | | | |
|
54,330
|
| |
Total liabilities
|
| | | | | | $ | 140,953 | | |
TOTAL EQUITY AND LIABILITIES
|
| | | | | | $ | 346,919 | | |
Amounts in thousands of U.S. Dollars
|
| |
Notes
|
| |
Share
capital |
| |
Other
contributed capital |
| |
Reserves
|
| |
Accumulated
losses |
| |
Total
equity |
| |||||||||||||||
At January 1, 2019
|
| |
19
|
| | | $ | 6 | | | | | $ | 9,716 | | | | | $ | (967) | | | | | $ | 7,328 | | | | | $ | 16,083 | | |
Net loss for the period
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,832) | | | | | | (7,832) | | |
Other comprehensive loss for the
period |
| | | | | | | — | | | | | | — | | | | | | (408) | | | | | | — | | | | | | (408) | | |
Total comprehensive loss for the period
|
| | | | | | | — | | | | | | — | | | | | | (408) | | | | | | (7,832) | | | | | | (8,240) | | |
Transactions with shareholders in
their role as owners |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New share issue
|
| | | | | | | — | | | | | | 8,417 | | | | | | — | | | | | | — | | | | | | 8,417 | | |
Non-registered share capital
|
| | | | | | | — | | | | | | 323 | | | | | | — | | | | | | — | | | | | | 323 | | |
Shareholders’ contributions
|
| | | | | | | — | | | | | | 565 | | | | | | — | | | | | | — | | | | | | 565 | | |
At March 7, 2019
|
| |
19
|
| | | $ | 6 | | | | | $ | 19,021 | | | | | $ | (1,375) | | | | | $ | (504) | | | | | $ | 17,148 | | |
Amounts in thousands of U.S. Dollars
|
| |
Notes
|
| |
Share
capital |
| |
Other
contributed capital |
| |
Reserves
|
| |
Accumulated
losses |
| |
Total
equity |
| |||||||||||||||
At Jan 4, 2019
|
| |
19
|
| | | $ | 5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 5 | | |
Net loss for the period
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,878) | | | | | | (17,878) | | |
Other comprehensive income for the period
|
| | | | | | | — | | | | | | — | | | | | | 2,599 | | | | | | — | | | | | | 2,599 | | |
Total comprehensive loss for the period
|
| | | | | | | — | | | | | | — | | | | |
|
2,599
|
| | | |
|
(17,878)
|
| | | |
|
(15,279)
|
| |
Transactions with shareholders in
their role as owners |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ contributions
|
| | | | | | | — | | | | | | 48 | | | | | | — | | | | | | — | | | | | | 48 | | |
New share issue
|
| |
19
|
| | | | 22,119 | | | | | | 199,073 | | | | | | — | | | | | | — | | | | | | 221,192 | | |
At December 31, 2019
|
| |
19
|
| | | $ | 22,124 | | | | | $ | 199,121 | | | | | $ | 2,599 | | | | | $ | (17,878) | | | | | $ | 205,966 | | |
Amounts in thousands of U.S. Dollars
|
| |
Notes
|
| |
Successor
For the period from January 4, 2019 through December 31, 2019 |
| | |
Predecessor
For the period from January 1, 2019 through March 7, 2019 |
| ||||||
Operating activities | | | | | | | | | | | | | | | | | |
Loss before tax
|
| | | | | | $ | (18,530) | | | | | | $ | (7,500) | | |
Adjustments reconciling loss before tax to operating cash flows:
|
| | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| |
12, 13, 14
|
| | | | 9,157 | | | | | | | 221 | | |
Finance expense/(income)
|
| |
8
|
| | | | 7,867 | | | | | | | (215) | | |
Foreign currency exchange
|
| | | | | | | (163) | | | | | | | (236) | | |
Changes in working capital:
|
| | | | | | | | | | | | | | | | |
(Increase) in inventories
|
| | | | | | | (2,798) | | | | | | | (401) | | |
(Increase)/Decrease in accounts receivable
|
| | | | | | | (13,376) | | | | | | | 8,910 | | |
Decrease/(Increase) in other current receivables
|
| | | | | | | 8,616 | | | | | | | (9,825) | | |
Increase/(Decrease) in trade payables
|
| | | | | | | 224 | | | | | | | (254) | | |
(Decrease)/Increase in other current liabilities
|
| | | | | | | (6,890) | | | | | | | 6,457 | | |
Interest received
|
| | | | | | | 7 | | | | | | | 242 | | |
Interest paid
|
| | | | | | | (5,154) | | | | | | | (8) | | |
Income tax received/(paid)
|
| | | | | | | 15 | | | | | | | (33) | | |
Cash flow used in operating activities
|
| | | | | | $ | (21,025) | | | | | | $ | (2,642) | | |
Investing activities
|
| | | | | | | | | | | | | | | | |
Purchase of intangible assets
|
| |
12
|
| | | | (9) | | | | | | | — | | |
Purchase of property, plant and equipment
|
| |
13
|
| | | | (689) | | | | | | | (125) | | |
Acquisition of subsidiaries, net of cash acquired
|
| |
11
|
| | | | (289,195) | | | | | | | — | | |
Investment in other non-current financial assets
|
| | | | | | | (63) | | | | | | | (64) | | |
Cash flow used in investing activities
|
| | | | | | $ | (289,956) | | | | | | $ | (189) | | |
Financing activities
|
| | | | | | | | | | | | | | | | |
Proceeds from issue of share capital
|
| |
19
|
| | | | 221,197 | | | | | | | 8,740 | | |
Proceeds from interest-bearing liabilities
|
| |
15
|
| | | | 93,278 | | | | | | | — | | |
Payment of principal portion of lease liability
|
| |
15
|
| | | | (749) | | | | | | | (23) | | |
Received from shareholder contributions
|
| | | | | | | 48 | | | | | | | 565 | | |
Cash flow from financing activities
|
| | | | | | $ | 313,774 | | | | | | $ | 9,282 | | |
Net cash flow during the period
|
| | | | | | | 2,793 | | | | | | | 6,451 | | |
Cash at bank and in hand at the beginning of the period
|
| | | | | | | — | | | | | | | 3,524 | | |
Net foreign exchange difference
|
| | | | | | | 3,369 | | | | | | | 212 | | |
Cash at bank and in hand at the end of the period
|
| | | | | | $ | 6,162 | | | | | | $ | 10,187 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||
| | |
U.S.$
|
| |
EUR
|
| |
GBP
|
| |||||||||
Trade receivables
|
| | | $ | 13,581 | | | | | $ | 1,963 | | | | | $ | 261 | | |
Trade payables
|
| | | | 290 | | | | | | 612 | | | | | | 15 | | |
Interest-bearing loans and borrowings
|
| | | | 50,000 | | | | | | 4,983 | | | | | | — | | |
Impact of non-functional currency foreign exchange exposures
Amounts in thousands of U.S. Dollars |
| |
(Increase)/decrease
in loss before tax |
| |||
USD/SEK exchange rate – increase 2%
|
| | | $ | (717) | | |
USD/SEK exchange rate – decrease 2%
|
| | | | 717 | | |
Impact of non-functional currency foreign exchange exposures
Amounts in thousands of U.S. Dollars |
| |
(Increase)/decrease
in loss before tax |
| |||
USD/SEK exchange rate – increase 2%
|
| | | $ | 50 | | |
USD/SEK exchange rate – decrease 2%
|
| | | | (50) | | |
Impact of interest rate exposures
Amounts in thousands of U.S. Dollars |
| |
(Increase)/decrease
in loss before tax |
| |||
Interest rates – increase by 10 basis points
|
| | | $ | (13) | | |
Interest rates – decrease by 10 basis points
|
| | | | 13 | | |
As per December 31, 2019
|
| |
Total
|
| |
Less than
1 year |
| |
1 to 3 years
|
| |
3 to 5 years
|
| |
More than
5 years |
| |||||||||||||||
Loan facilities (Note 15.1)
|
| | |
$
|
78,506
|
| | | | $ | 4,531 | | | | | $ | 9,062 | | | | | $ | 9,062 | | | | | $ | 55,851 | | |
Loan from shareholder (Note 15.1)
|
| | |
|
41,102
|
| | | | | 41,102 | | | | | | — | | | | | | — | | | | | | — | | |
Other interest-bearing loan entered in
conjunction with loan from shareholder (Note 15.1) |
| | |
|
1,618
|
| | | | | 1,618 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities (Note 15.1)
|
| | |
|
4,904
|
| | | | | 1,539 | | | | | | 2,977 | | | | | | 388 | | | | | | — | | |
Advance invoiced customers (Note 15.2)
|
| | |
|
1,068
|
| | | | | 1,068 | | | | | | — | | | | | | — | | | | | | — | | |
Accounts payable (Note 15.2)
|
| | |
|
2,056
|
| | | | | 2,056 | | | | | | — | | | | | | — | | | | | | — | | |
From January 4, 2019 through
December 31, 2019 |
| |
Kit
|
| |
Services
|
| |
Total
segments |
| |
Corporate /
Unallocated |
| |
Consolidated
|
| |||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from external customers
|
| | | $ | 11,067 | | | | | $ | 27,739 | | | | | $ | 38,806 | | | | | $ | 2,887 | | | | |
$
|
41,693
|
| |
Total segment revenue
|
| | | | 11,067 | | | | | | 27,739 | | | | | | 38,806 | | | | | | 2,887 | | | | | | 41,693 | | |
Cost of goods sold
|
| | | | (2,430) | | | | | | (9,146) | | | | | | (11,576) | | | | | | (1,442) | | | | | | (13,018) | | |
Gross profit
|
| | | | 8,637 | | | | | | 18,593 | | | | | | 27,230 | | | | | | 1,445 | | | | | | 28,675 | | |
Total Segment profit
|
| | | $ | 8,637 | | | | | $ | 18,593 | | | | | $ | 27,230 | | | | | $ | 1,445 | | | | | $ | 28,675 | | |
Selling expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (8,247) | | |
Administrative expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (26,609) | | |
Research and development expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,845) | | |
Other operating income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 363 | | |
Operating loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (10,663) | | |
Financial income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | |
Financial expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,874) | | |
Loss before tax
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (18,530) | | |
Income tax
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 652 | | |
Net loss for the period (Attributable
to shareholders of the Parent) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (17,878) | | |
|
From January 1, 2019 through
March 7, 2019 |
| |
Kit
|
| |
Services
|
| |
Total
segments |
| |
Corporate /
Unallocated |
| |
Consolidated
|
| |||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from external customers
|
| | | $ | 1,829 | | | | | $ | 2,480 | | | | | $ | 4,309 | | | | | $ | 316 | | | | |
$
|
4,625
|
| |
Total segment revenue
|
| | | | 1,829 | | | | | | 2,480 | | | | | | 4,309 | | | | | | 316 | | | | | | 4,625 | | |
Cost of goods sold
|
| | | | (106) | | | | | | (938) | | | | | | (1,044) | | | | | | (210) | | | | | | (1,254) | | |
Gross profit
|
| | | | 1,723 | | | | | | 1,542 | | | | | | 3,265 | | | | | | 106 | | | | | | 3,371 | | |
Total Segment profit
|
| | | $ | 1,723 | | | | | $ | 1,542 | | | | | $ | 3,265 | | | | | $ | 106 | | | | | $ | 3,371 | | |
Selling expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (9,011) | | |
Administrative expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (709) | | |
Research and development expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,676) | | |
Other operating income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 310 | | |
Operating loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (7,715) | | |
Financial income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 242 | | |
Financial expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (27) | | |
Loss before tax
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (7,500) | | |
Income tax
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (332) | | |
Net loss for the period (Attributable to shareholders of the Parent)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (7,832) | | |
From January 4, 2019 through December 31, 2019
|
| |
Kit
|
| |
Services
|
| |
Corporate /
Unallocated |
| |
Total
|
| ||||||||||||
Sweden
|
| | | $ | 1,314 | | | | | $ | 1,716 | | | | | $ | 749 | | | | |
$
|
3,779
|
| |
Americas
|
| | | | 6,266 | | | | | | 19,431 | | | | | | 1,449 | | | | |
|
27,146
|
| |
EMEA (excluding Sweden)
|
| | | | 2,958 | | | | | | 5,975 | | | | | | 656 | | | | |
|
9,589
|
| |
China
|
| | | | 465 | | | | | | 69 | | | | | | 10 | | | | |
|
544
|
| |
Japan
|
| | | | 64 | | | | | | 301 | | | | | | 16 | | | | |
|
381
|
| |
Rest of world
|
| | | | — | | | | | | 247 | | | | | | 7 | | | | |
|
254
|
| |
Total | | | | $ | 11,067 | | | | | $ | 27,739 | | | | | $ | 2,887 | | | | | $ | 41,693 | | |
|
From January 1, 2019 through March 7, 2019
|
| |
Kit
|
| |
Services
|
| |
Corporate /
Unallocated |
| |
Total
|
| ||||||||||||
Sweden
|
| | | $ | 512 | | | | | $ | 203 | | | | | $ | 88 | | | | |
$
|
803
|
| |
Americas
|
| | | | 901 | | | | | | 1,529 | | | | | | 158 | | | | |
|
2,588
|
| |
EMEA (excluding Sweden)
|
| | | | 317 | | | | | | 748 | | | | | | 64 | | | | |
|
1,129
|
| |
Japan
|
| | | | 99 | | | | | | — | | | | | | 6 | | | | |
|
105
|
| |
Total | | | | $ | 1,829 | | | | | $ | 2,480 | | | | | $ | 316 | | | | | $ | 4,625 | | |
| | |
Successor
|
| |||
| | |
As of
December 31, 2019 |
| |||
Sweden
|
| | | $ | 316,029 | | |
Rest of the world
|
| | | | 30,890 | | |
Total | | | | $ | 346,919 | | |
|
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
January 4, 2019 through December 31, 2019 |
| | |
From
January 1, 2019 through March 7, 2019 |
| ||||||
Included in cost of sales | | | | | | | | | | | | | | |
Cost of inventories recognized as an expense
|
| | | $ | 8,114 | | | | | | $ | 840 | | |
Depreciation of tangible assets (Note 13)
|
| | | | 324 | | | | | | | 40 | | |
Amortization of tangible assets
|
| | | | 2,567 | | | | | | | — | | |
Employee benefits (Note 7)
|
| | | | 2,006 | | | | | | | 373 | | |
Included in selling expenses | | | | | | | | | | | | | | |
Depreciation of tangible assets (Note 13)
|
| | | | 134 | | | | | | | 19 | | |
Amortization of intangible assets (Note 12)
|
| | | | 5 | | | | | | | 1 | | |
Employee benefits (Note 7)
|
| | | | 4,793 | | | | | | | 8,676 | | |
Included in administrative expenses | | | | | | | | | | | | | | |
Depreciation of tangible assets (Note 13)
|
| | | | 781 | | | | | | | 106 | | |
Amortization of intangible assets (Note 12)
|
| | | | 7,831 | | | | | | | — | | |
Employee benefits (Note 7)
|
| | | | 2,309 | | | | | | | 419 | | |
Included in research and development expenses | | | | | | | | | | | | | | |
Depreciation of tangible assets (Note 13)
|
| | | | 83 | | | | | | | 20 | | |
Employee benefits (Note 7)
|
| | | | 2,171 | | | | | | | 439 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
January 4, 2019 through December 31, 2019 |
| | |
From
January 1, 2019 through March 7, 2019 |
| ||||||
Salaries and wages
|
| | | $ | 8,956 | | | | | | $ | 9,423 | | |
Social security costs
|
| | | | 1,649 | | | | | | | 352 | | |
Pension costs – defined contribution plans
|
| | | | 674 | | | | | | | 132 | | |
Total employee benefits
|
| | | $ | 11,279 | | | | | | $ | 9,907 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
January 4, 2019 through December 31, 2019 |
| | |
From
January 1, 2019 through March 7, 2019 |
| ||||||
Interest income
|
| | | $ | 7 | | | | | | $ | — | | |
Net foreign exchange difference
|
| | | | — | | | | | | | 242 | | |
Total financial income
|
| | | $ | 7 | | | | | | $ | 242 | | |
Interest on loans and borrowings
|
| | | | (6,423) | | | | | | | — | | |
Interest on lease liabilities
|
| | | | (176) | | | | | | | (27) | | |
Other financial expenses
|
| | | | (1,293) | | | | | | | — | | |
Net foreign exchange difference
|
| | | | 18 | | | | | | | — | | |
Total financial expenses
|
| | | | (7,874) | | | | | |
|
(27)
|
| |
Financial items – net
|
| | | $ | (7,867) | | | | | | $ | 215 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
January 4, 2019 through December 31, 2019 |
| | |
From
January 1, 2019 through March 7, 2019 |
| ||||||
Current tax: | | | | | | | | | | | | | | |
Current tax on loss for the period
|
| | | $ | (1,372) | | | | | | $ | (123) | | |
Total current income tax
|
| | | | (1,372) | | | | | | | (123) | | |
Deferred income tax | | | | | | | | | | | | | | |
Decrease/ (Increase) in deferred tax assets
|
| | | | 13 | | | | | | | (2) | | |
Increase/ (Decrease) in deferred tax liabilities
|
| | | | 2,011 | | | | | | | (207) | | |
Total deferred tax expense/(benefit)
|
| | | | 2,024 | | | | | | | (209) | | |
Income tax
|
| | | $ | 652 | | | | | | $ | (332) | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
Jan 4, 2019 through Dec 31, 2019 |
| | |
From
Jan 1, 2019 through Mar 7, 2019 |
| ||||||
Loss before tax
|
| | | $ | (18,530) | | | | | | $ | (7,500) | | |
Income tax calculated according to tax rate in Sweden 21.4%
|
| | | | 3,965 | | | | | | | 1,605 | | |
Tax effects from: | | | | | | | | | | | | | | |
Non-deductible costs
|
| | | | (3,019) | | | | | | | (1,909) | | |
Previously unrecognized tax losses used to reduce current tax expenses
|
| | | | (244) | | | | | | | (28) | | |
Differences in overseas tax rates
|
| | | | (50) | | | | | | | — | | |
Income tax
|
| | | $ | 652 | | | | | | $ | (332) | | |
Deferred tax assets
|
| |
Lease liabilities
|
| |||
Predecessor as of January 1, 2019
|
| | | $ | 11 | | |
Recognized in the consolidated statement of income
|
| | | | 2 | | |
Predecessor as of March 7, 2019
|
| | | $ | 13 | | |
Through acquisitions – Purchase price allocation
|
| | | | — | | |
Recognized in the consolidated statement of income
|
| | | | 13 | | |
Net to deferred tax liability
|
| | | | (3) | | |
Successor as of December 31, 2019
|
| | | $ | 10 | | |
|
Deferred tax liabilities
|
| |
Deferred tax
on untaxed reserves |
| |
Intangibles
|
| |
Other
Temporary Differences |
| |
Total
|
| ||||||||||||
Predecessor as of January 1, 2019
|
| | | $ | 501 | | | | | $ | — | | | | | $ | 160 | | | | | $ | 661 | | |
Recognized in the consolidated statement of income
|
| | | | 43 | | | | | | — | | | | | | 164 | | | | | | 207 | | |
Exchange differences
|
| | | | (19) | | | | | | — | | | | | | (3) | | | | | | (22) | | |
Predecessor as of March 7, 2019
|
| | | $ | 525 | | | | | $ | — | | | | | $ | 321 | | | | | $ | 846 | | |
Purchase Price Allocation
|
| | | $ | 525 | | | | | $ | 31,615 | | | | | $ | 321 | | | | | $ | 32,461 | | |
Recognized in the consolidated statement of income
|
| | | | 365 | | | | | | (2,225) | | | | | | (151) | | | | | | (2,011) | | |
Net from deferred tax asset
|
| | | | (3) | | | | | | — | | | | | | — | | | | | | (3) | | |
Exchange differences
|
| | | | 8 | | | | | | (107) | | | | | | (3) | | | | | | (102) | | |
Successor as of December 31, 2019
|
| | | $ | 895 | | | | | $ | 29,283 | | | | | $ | 167 | | | | | $ | 30,345 | | |
|
Name
|
| |
Principle Activities
|
| |
Country of
registration and operations |
| |
Share of
common shares owned by the Successor (%) |
| |||
Knilo BidCo AB | | | Holding Company | | | Sweden | | | | | 100% | | |
Olink Proteomics Holding AB
|
| | Holding Company | | | Sweden | | | | | 100% | | |
Olink Proteomics AB | | |
Sales, production, and research & development
|
| | Sweden | | | | | 100% | | |
Olink Proteomics Inc. | | | Marketing coordination and sales services | | | USA | | | | | 100% | | |
Olink Proteomics Ltd | | | Marketing coordination and sales services | | | UK | | | | | 100% | | |
Olink Proteomics B.V | | | Marketing coordination and sales services | | | Netherlands | | | | | 100% | | |
Olink Proteomics
GmbH |
| | Marketing coordination and sales services | | | Germany | | | | | 100% | | |
Olink Proteomics KK | | | Marketing coordination and sales services | | | Japan | | | | | 100% | | |
| Assets | | | | | | | |
|
Intangible assets, excluding goodwill
|
| | | $ | 149,831 | | |
|
Property plant and equipment
|
| | | | 2,597 | | |
|
Right-of-use assets
|
| | | | 2,740 | | |
|
Financial assets
|
| | | | 64 | | |
|
Inventories
|
| | | | 9,104 | | |
|
Accounts receivables
|
| | | | 4,075 | | |
|
Other receivables
|
| | | | 9,794 | | |
|
Prepaid expenses and contract assets
|
| | | | 466 | | |
|
Cash at bank and in hand
|
| | | | 10,187 | | |
| | | | | $ | 188,858 | | |
| Liabilities | | | | | | | |
|
Lease liabilities
|
| | | $ | 2,682 | | |
|
Deferred tax liabilities
|
| | | | 32,461 | | |
|
Accounts payable
|
| | | | 1,835 | | |
|
Current tax liabilities
|
| | | | 1,321 | | |
|
Other current liabilities
|
| | | | 8,945 | | |
|
Accrued expenses and contract liabilities
|
| | | | 3,355 | | |
| | | | | $ | 50,599 | | |
|
Total identifiable net assets at fair value
|
| | | $ | 138,259 | | |
|
Goodwill arising upon acquisition (Note 12)
|
| | | | 161,123 | | |
|
Purchase Consideration Transferred
|
| | | $ | 299,382 | | |
|
Cash consideration
|
| | | $ | 299,382 | | |
| Less: Balances acquired | | | | | | | |
|
Cash
|
| | | | 10,187 | | |
|
Net outflow of cash – investing activities
|
| | |
$
|
289,195
|
| |
| | |
Goodwill
|
| |
Customer
relations |
| |
Technology
|
| |
Brands
|
| |
Licenses
|
| |
Total
|
| ||||||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Predecessor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, and March 7,
2019 |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 56 | | | | |
$
|
56
|
| |
Successor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase Price Allocation
|
| | | | 161,123 | | | | | | 38,693 | | | | | | 86,473 | | | | | | 24,618 | | | | | | 47 | | | | |
|
310,954
|
| |
Additions
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | |
|
9
|
| |
Translation differences
|
| | | | (280) | | | | | | (67) | | | | | | (150) | | | | | | (43) | | | | | | 1 | | | | |
|
(539)
|
| |
As of December 31, 2019
|
| | | | 160,843 | | | | | | 38,626 | | | | | | 86,323 | | | | | | 24,575 | | | | | | 57 | | | | | | 310,424 | | |
Amortization and impairment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Predecessor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | | | |
|
7
|
| |
Amortization
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | |
|
1
|
| |
Translation differences
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | |
|
1
|
| |
As of March 7, 2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 9 | | |
Successor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization
|
| | | | — | | | | | | 3,145 | | | | | | 4,686 | | | | | | — | | | | | | 5 | | | | |
|
7,836
|
| |
Translation differences
|
| | |
|
—
|
| | | | | 74 | | | | | | 110 | | | | | | — | | | | | | — | | | | |
|
184
|
| |
As of December 31, 2019
|
| | | | — | | | | | | 3,219 | | | | | | 4,796 | | | | | | — | | | | | | 5 | | | | | | 8,020 | | |
Net Book Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2019
|
| | | $ | 160,843 | | | | | $ | 35,407 | | | | | $ | 81,527 | | | | | $ | 24,575 | | | | | $ | 52 | | | | | $ | 302,404 | | |
As of December 31, 2019
|
| |
Kit
|
| |
Services
|
| |
Total
|
| |||||||||
Goodwill
|
| | | $ | 128,595 | | | | | $ | 32,248 | | | | | $ | 160,843 | | |
Brands
|
| | | | 14,757 | | | | | | 9,818 | | | | | | 24,575 | | |
| |
Valuation basis
|
| | |
Value in use
|
| |
| | Key assumptions | | | |
•
Sales growth rates
•
Profit margins
•
CAPEX and working capital
•
Terminal value
•
Discount rate
•
Taxation rate
|
| |
| | Determination of assumptions | | | |
•
Growth rates are internal forecasts based on both internal and external market information
•
Margins reflect past experience, adjusted for expected changes
•
Terminal growth rates based on management’s estimate of future long-term average growth rates
•
CAPEX and working capital forecasts as a percentage of revenue
•
Discount rates based on the Successor’s WACC, adjusted where appropriate.
•
Taxation rates based on appropriate rates for each country.
|
| |
| | Period of specific projected cash flows | | | | 10 years | | |
| |
Terminal growth rate and discount rate
|
| | |
Terminal growth rate
|
| | |
Discount rate
|
| | ||||
| | | | | |
Kit and Services CGUs
|
| | |
2% per annum
|
| | |
21%
|
| |
| | |
Leasehold
improvements |
| |
Plant and
machinery |
| |
Furniture,
fittings and equipment |
| |
Construction
in progress for property, plant and equipment |
| |
Total
|
| |||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Predecessor as of January 1, 2019
|
| | | $ | 569 | | | | | $ | 1,034 | | | | | $ | 2,181 | | | | | $ | 128 | | | | |
$
|
3,912
|
| |
Additions
|
| | | | — | | | | | | 2 | | | | | | 61 | | | | | | 62 | | | | |
|
125
|
| |
Translation differences
|
| | | | — | | | | | | — | | | | | | (78) | | | | | | (6) | | | | |
|
(84)
|
| |
Predecessor as of March 7, 2019
|
| | | | 569 | | | | | | 1,036 | | | | | | 2,164 | | | | | | 184 | | | | | | 3,953 | | |
Purchase Price Allocation
|
| | | | 525 | | | | | | 773 | | | | | | 1,115 | | | | | | 184 | | | | |
|
2,597
|
| |
Additions
|
| | | | 5 | | | | | | 73 | | | | | | 408 | | | | | | 203 | | | | |
|
689
|
| |
Transfers
|
| | | | — | | | | | | 300 | | | | | | — | | | | | | (300) | | | | |
|
—
|
| |
Disposals
|
| | | | — | | | | | | — | | | | | | (108) | | | | | | — | | | | |
|
(108)
|
| |
Translation differences
|
| | | | — | | | | | | 30 | | | | | | 6 | | | | | | (3) | | | | |
|
33
|
| |
Successor as of December 31, 2019
|
| | | | 530 | | | | | | 1,176 | | | | | | 1,421 | | | | | | 84 | | | | | | 3,211 | | |
Accumulated depreciation and impairment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Predecessor as of January 1, 2019
|
| | | | 24 | | | | | | 226 | | | | | | 1,022 | | | | | | — | | | | |
|
1,272
|
| |
Depreciation for the period
|
| | | | 20 | | | | | | 37 | | | | | | 63 | | | | | | — | | | | |
|
120
|
| |
Translation differences
|
| | | | — | | | | | | — | | | | | | (36) | | | | | | — | | | | |
|
(36)
|
| |
Predecessor as of March 7, 2019
|
| | | | 44 | | | | | | 263 | | | | | | 1,049 | | | | | | — | | | | | | 1,356 | | |
Depreciation for the period
|
| | | | 91 | | | | | | 196 | | | | | | 279 | | | | | | — | | | | |
|
566
|
| |
Disposals
|
| | | | — | | | | | | — | | | | | | (108) | | | | | | — | | | | |
|
(108)
|
| |
Translation differences
|
| | | | 2 | | | | | | 6 | | | | | | 4 | | | | | | — | | | | |
|
12
|
| |
Successor as of December 31, 2019
|
| | | | 93 | | | | | | 202 | | | | | | 175 | | | | | | — | | | | | | 470 | | |
Net book value as of December 31, 2019
|
| | | $ | 437 | | | | | $ | 974 | | | | | $ | 1,246 | | | | | $ | 84 | | | | | $ | 2,741 | | |
| | |
Successor
As of December 31, 2019 |
| |||
Right-of-use assets | | | | | | | |
Property
|
| | | $ | 3,104 | | |
Equipment
|
| | | | 1,677 | | |
Total assets
|
| | | $ | 4,781 | | |
Lease liabilities | | | | | | | |
Current (Note 15.1)
|
| | | $ | 1,414 | | |
Non-current (Note 15.1)
|
| | | | 3,050 | | |
Total liabilities
|
| | | $ | 4,464 | | |
| | |
Successor
From January 4, 2019 through December 31, 2019 |
| | |
Predecessor
From January 1, 2019 through March 7, 2019 |
| ||||||
Depreciation charge of right-of-use assets: | | | | | | | | | | | | | | |
Property
|
| | | $ | 647 | | | | | | $ | 100 | | |
Equipment
|
| | | | 108 | | | | | | | — | | |
Total depreciation of right-of-use assets
|
| | | | 755 | | | | | | | 100 | | |
Interest expense (included in finance cost)
|
| | | | 176 | | | | | | | 27 | | |
Total amounts recognized in net loss for the period
|
| | | $ | 931 | | | | | | $ | 127 | | |
| | |
Successor
As of December 31, 2019 |
| |||
Current debt instruments at amortized cost | | | | | | | |
Trade receivables
|
| | | $ | 17,444 | | |
Other receivables
|
| | | | 317 | | |
Total current debt instruments at amortized cost
|
| | | | 17,761 | | |
Non-current debt instruments at amortized cost | | | | | | | |
Other long-term receivables
|
| | | | 127 | | |
Total non-current debt instruments at amortized cost
|
| | | | 127 | | |
Total Financial assets*
|
| | | $ | 17,888 | | |
| | |
Successor
|
| |||||||||
| | |
Interest Rate
|
| |
Maturity
|
| |
As of
December 31, 2019 |
| |||
Current interest-bearing loans and borrowings
|
| | | | | | | | | | | | |
Lease Liabilities (Note 14)
|
| |
6.25%
|
| |
2020-2023
|
| | | $ | 1,414 | | |
Other interest-bearing loan entered in conjunction
with loan from shareholder |
| |
8%
|
| |
On demand
|
| | | | 1,618 | | |
Loan from shareholder
|
| |
8%
|
| |
On demand
|
| | | | 41,102 | | |
Total current interest-bearing loans and borrowings
|
| | | | | | | | | | 44,134 | | |
Non-current interest-bearing loans and borrowings
|
| | | | | | | | | | | | |
Lease Liabilities (Note 14)
|
| |
6.25%
|
| |
2020-2023
|
| | | | 3,050 | | |
Facility – Loan 1
|
| |
LIBOR + 6.25%
|
| |
2025
|
| | | | 48,405 | | |
Facility – Loan 2
|
| |
EURIBOR + 5.85%
|
| |
2025
|
| | | | 4,823 | | |
Total non-current interest-bearing loans and borrowings
|
| | | | | | | | | | 56,278 | | |
Total interest-bearing loans and borrowings
|
| | | | | | | | | $ | 100,412 | | |
| | |
Successor
As of December 31, 2019 |
| |||
Other financial liabilities at amortized cost | | | | | | | |
Advance invoiced customers
|
| | | $ | 1,068 | | |
Accounts payable
|
| | | | 2,056 | | |
Total other current financial liabilities
|
| | | $ | 3,124 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Carrying
Amount |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing loans and borrowings | | | | | | ||||||||||||||||||||
Loan from shareholder *
|
| | | $ | 41,102 | | | | | | — | | | | | $ | 41,102 | | | | | | — | | |
Facilities ^
|
| | | | 53,228 | | | | | | — | | | | | | 53,228 | | | | | | — | | |
Other interest-bearing loan entered in conjunction with loan from shareholder *
|
| | | | 1,618 | | | | | | — | | | | | | 1,618 | | | | | | — | | |
Total
|
| | | $ | 95,948 | | | | |
|
—
|
| | | | $ | 95,948 | | | | |
|
—
|
| |
| | |
Current
interest- bearing liabilities (excluding current lease liabilities) |
| |
Current
lease liabilities |
| |
Non-current
interest- bearing liabilities (excluding non- current lease liabilities) |
| |
Non-current
lease liabilities |
| |
Total
liabilities from financing activities |
| |||||||||||||||
Predecessor liabilities as of January 1, 2019
|
| | | $ | — | | | | | $ | 682 | | | | | $ | — | | | | | $ | 2,066 | | | | | $ | 2,748 | | |
Cash flows
|
| | | | — | | | | | | (23) | | | | | | — | | | | | | — | | | | | | (23) | | |
Non cash-flow:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New leases
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Foreign exchange adjustments
|
| | | | — | | | | | | (18) | | | | | | — | | | | | | (52) | | | | | | (70) | | |
Other
|
| | | | — | | | | | | 28 | | | | | | — | | | | | | (8) | | | | | | 20 | | |
Predecessor liabilities as of March 7, 2019
|
| | | | — | | | | | | 669 | | | | | | — | | | | | | 2,006 | | | | | | 2,675 | | |
Cash flows
|
| | | | 40,000 | | | | | | (749) | | | | | | 53,278 | | | | | | — | | | | | | 92,529 | | |
Non cash-flow:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New leases
|
| | | | — | | | | | | 700 | | | | | | — | | | | | | 1,812 | | | | | | 2,512 | | |
Foreign exchange adjustments
|
| | | | — | | | | | | 10 | | | | | | (49) | | | | | | 8 | | | | | | (31) | | |
Other
|
| | | | 2,720 | | | | | | 784 | | | | | | (1) | | | | | | (776) | | | | | | 2,727 | | |
Successor Closing Balance as of December 31, 2019
|
| | | $ | 42,720 | | | | | $ | 1,414 | | | | | $ | 53,228 | | | | | $ | 3,050 | | | | | $ | 100,412 | | |
| | |
Successor
|
| |||
| | |
As of
December 31, 2019 |
| |||
Raw materials (at cost)
|
| | | $ | 7,188 | | |
Work-in-progress (at cost)
|
| | | | 1,262 | | |
Finished products (at lower of costs and net realizable value)
|
| | | | 3,438 | | |
Total inventories at the lower of cost and net realizable value
|
| | | $ | 11,888 | | |
| | |
Successor
|
| |||
| | |
As of
December 31, 2019 |
| |||
Trade receivables
|
| | | $ | 17,444 | | |
| | |
Successor
|
| |||
| | |
As of
December 31, 2019 |
| |||
Value added tax
|
| | | $ | 122 | | |
Other items
|
| | | | 195 | | |
Total | | | | $ | 317 | | |
|
| | |
Number of
shares |
| |
Share
capital |
| |
Other
contributed capital |
| |||||||||
Preferred A
|
| | | | 1 | | | | | | — | | | | | | — | | |
Preferred B1
|
| | | | 162,379,481 | | | | | | 17,196 | | | | | | 154,767 | | |
Common share
|
| | | | 46,582,868 | | | | | | 4,928 | | | | | | 44,354 | | |
Total | | | | | 208,962,350 | | | | | | 22,124 | | | | | | 199,121 | | |
| | |
Shares
outstanding (number) |
| |
Share
capital ($) |
| |
Other
contributed capital ($) |
| |||||||||
Balance as of January 4, 2019
|
| | |
|
50,000
|
| | | |
$
|
5
|
| | | | $ | — | | |
New Share Issuance
|
| | | | 208,912,350 | | | | | | 22,119 | | | | | | 199,073 | | |
Shareholders’ contributions
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 48 | | |
Balance as of December 31, 2019
|
| | | | 208,962,350 | | | | | $ | 22,124 | | | | | $ | 199,121 | | |
| | |
Shares
outstanding (number) |
| |
Share
capital ($) |
| |
Other
contributed capital ($) |
| |||||||||
Common Shares
|
| | | | 174,435 | | | | | $ | 6 | | | | | $ | 19,021 | | |
Total | | | | | 174,435 | | | | | $ | 6 | | | | | $ | 19,021 | | |
| | |
Shares
Outstanding (number) |
| |
Share
Capital ($) |
| |
Other
Contributed Capital ($) |
| |||||||||
Balance as of January 1, 2019
|
| | | | 167,435 | | | | | $ | 6 | | | | | $ | 9,716 | | |
New Share Issuance
|
| | | | 7,000 | | | | | | — | | | | | | 8,417 | | |
Non-registered share capital
|
| | | | — | | | | | | — | | | | | | 323 | | |
Shareholders’ contributions
|
| | | | — | | | | | | — | | | | | | 565 | | |
Balance as of March 7, 2019
|
| | | | 174,435 | | | | | $ | 6 | | | | | $ | 19,021 | | |
| | |
Successor
|
| |||
| | |
As of
December 31, 2019 |
| |||
Salaries and wages
|
| | | $ | 1,752 | | |
Advance invoiced customers
|
| | | | 1,068 | | |
Other current liabilities
|
| | | | 2,568 | | |
Total
|
| | |
$
|
5,388
|
| |
Entity with significant influence over the Successor:
|
| |
Interest
|
| |
Amounts owed
to related parties* |
| ||||||
Knilo InvestCo AB
|
| | | $ | 2,616 | | | | | $ | 41,102 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
January 4, 2019 through December 31, 2019 |
| | |
From
January 1, 2019 through March 7, 2019 |
| ||||||
Wages and salaries
|
| | | $ | 1,216 | | | | | | $ | 7,791 | | |
Social security costs
|
| | | | — | | | | | | | — | | |
Pension costs – defined contribution plans
|
| | | | 42 | | | | | | | — | | |
| | | | $ | 1,258 | | | | | | $ | 7,791 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||
| | |
From
January 4, 2019 through December 31 2019 |
| | |
From
January 1, 2019 through March 7 2019 |
| ||||||
Net loss for the period
|
| | | $ | (17,878) | | | | | | $ | (7,832) | | |
Less accumulated preferred dividend yield
|
| | | | (11,354) | | | | | | | — | | |
Total | | | | | (29,232) | | | | | | | (7,832) | | |
Weighted average number of shares (thousands)
|
| | | | 35,274 | | | | | | | 171 | | |
Basic and diluted loss per share
|
| | | $ | (0.83) | | | | | | $ | (45.80) | | |
| | | | | | | | |
Exhibits
Number |
| |
Description of Exhibit
|
|
1.1* | | | Form of Underwriting Agreement. | |
3.1* | | | Articles of Association of the Registrant, as currently in effect. | |
3.2* | | | Form of Articles of Association of the Registrant (to be effective upon the consummation of this offering). | |
4.1* | | | Form of Deposit Agreement. | |
4.2* | | | Form of American Depositary Receipt (included in Exhibit 4.1). | |
5.1* | | | Opinion of Advokatfirman Delphi KB, Swedish counsel to the Registrant. | |
10.1*† | | | Manufacturing Supply Agreement, dated August 10, 2016, by and between Bio-Techne Corp. and Olink Proteomics AB. | |
10.2*† | | | OEM Supply Agreement, dated December 29, 2016, by and between Fluidigm Corporation and Olink Proteomics AB. | |
10.3* | | | Lease Agreement, dated May 11, 2018, by and between Cresset Grove LLC and Olink Proteomics, Inc. | |
10.4* | | | Lease Agreement, dated November 11, 2010, by and between Vasakronan AB (publ) and Olink Proteomics AB. | |
21.1* | | | Subsidiaries of the Registrant. | |
23.1* | | | Consent of Öhrlings PricewaterhouseCoopers AB, independent registered public accounting firm. | |
23.2* | | | Consent of Advokatfirman Delphi KB, Swedish counsel to the Registrant (included in Exhibit 5.1). | |
24.1* | | | Power of Attorney (included on signature page to this registration statement). | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
Jon Heimer
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
, 2021
|
|
|
Oskar Hjelm
|
| | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | |
, 2021
|
|
|
Gustavo Salem
|
| | Chairman of the Board of Directors | | |
, 2021
|
|
|
Johan Lund, PhD
|
| | Director | | |
, 2021
|
|
|
Nicolas Roelofs, PhD
|
| | Director | | |
, 2021
|
|
|
Tommi Unkuri
|
| | Director | | |
, 2021
|
|
|
By:
Olink Proteomics Inc.
Name: Title: |
| | Authorized Representative in the United States | |