As filed with the Securities and Exchange Commission on April 17, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The Securities Act of 1933
Olink Holding AB (publ)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
Uppsala Science Park
Tel: +46 (0) 18 – 444 39 70
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Amended and Restated 2021 Incentive Award Plan
(Full title of the plan)
Olink Proteomics Inc.
130 Turner St. Building 2, Suite 230
Waltham, MA 02453, USA
Tel: (617) 393-3933
Attn: General Counsel
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Baker & McKenzie LLP
1900 North Pearl
Dallas, TX 75201
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 ¨||Smaller reporting company ¨|
|Emerging growth company x|
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. ¨
On April 17, 2023, the stockholders of Olink Holding AB (publ) (the “Company”) approved an amendment to the Company’s Amended and Restated 2021 Incentive Award Plan (as amended, the “Plan”), increasing the maximum shares of stock available for issuance thereunder by 980,000 shares (the “Additional Shares”). This Registration Statement on Form S-8 is being filed in order to register such Additional Shares which may be offered and sold to participants under the Plan. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed on April 7, 2022 (No. 333-264181) and March 30, 2021 (No. 333-254844), respectively, are incorporated by reference herein and made a part hereof, except as supplemented, amended or superseded by the information set forth below.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
|(a)||The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on March 27, 2023 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and|
|(b)||The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement Form 8-A (File No. 001-40277), filed with the Commission on March 22, 2021 pursuant to the Exchange Act, and any amendments or supplements filed for the purpose of updating such description.|
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, including any Report of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
|4.1||Articles of Association, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 filed with the Commission on March 18, 2021 (File No. 333-253818)).|
|4.2||Deposit Agreement (incorporated by reference to Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on March 17, 2022).|
|4.3||Form of American Depositary Receipt (incorporated by reference to Exhibit 2.2 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on March 17, 2022).|
|5.1||*||Opinion of Advokatfirman Delphi KB, Swedish counsel to the Registrant, with respect to the legality of the Common Shares being registered.|
|23.1||*||Consent of Ernst & Young AB, independent registered public accounting firm for the Registrant.|
|23.2||*||Consent of Öhrlings PricewaterhouseCoopers AB, independent registered public accounting firm for the Registrant for the fiscal years ending December 31, 2020 and December 31, 2021.|
|23.3||*||Consent of Advokatfirman Delphi KB, Swedish counsel to the Registrant (included in Exhibit 5.1 to this Registration Statement).|
|24.1||*||Power of Attorney (included on the signature page of this Registration Statement).|
|99.1||Amended and Restated 2021 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8 filed with the Commission on April 7, 2022 (File No. 333-264181)).|
|99.2||*||First Amendment to the Amended and Restated 2021 Incentive Award Plan, dated as of March 14, 2023.|
|107||*||Filing Fee Table.|
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uppsala, Sweden on April 17, 2023.
|olink holding AB (publ)|
|By:||/s/ Jon Heimer|
|Chief Executive Officer|
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jon Heimer and Oskar Hjelm, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign for him or her and in his or her name in the capacity indicated below the registration statement on Form S-8 filed herewith, and any and all post-effective amendments to said registration statement, under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of Olink Holding AB (publ), and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, and hereby ratifying and confirming all that any said attorney-in fact and agent, or any substitute or substitutes of them, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 17, 2023.
|/s/ Jon Heimer||Chief Executive Officer and Director|
|Jon Heimer||(Principal Executive Officer)|
|/s/ Oskar Hjelm||Chief Financial Officer|
|Oskar Hjelm||(Principal Financial Officer and Principal Accounting Officer)|
|/s/ Jon Hindar||Chairman of the Board of Directors|
|/s/ Solange Bullukian||Director|
|/s/ Johan Lund, PhD||Director|
|Johan Lund, PhD|
|/s/ Gregory J. Moore||Director|
|Gregory J. Moore|
|/s/ Mary Reumuth||Director|
|/s/ Nicolas Roelofs, PhD||Director|
|Nicolas Roelofs, PhD|
|/s/ Robert Schueren||Director|
|/s/ Tommi Unkuri||Director|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement on April 17, 2023.
|By:||/s/ Bill Campbell||Authorized Representative in the United States|
Olink Proteomics Inc.
Name: Bill Campbell
|Title: Chief Executive Officer and President|
Olink Holding AB (publ)
Uppsala Science Park
Ladies and Gentlemen,
Olink Holding AB (publ) – Registration Statement on Form S-8 – Exhibit 5.1
We, Swedish law firm Advokatfirman Delphi KB, have acted as Swedish legal counsel to Olink Holding AB (publ) (the “Company”), a company incorporated under the laws of Sweden, in connection with the Company’s registration statement on Form S-8 (the “Registration Statement”) as filed publicly with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”). For the purposes of this letter, the common shares in the capital of the Company each having a quota value of approx. SEK 2.431906613 are referred to as “Common Shares”.
The annual shareholders´ meeting in the Company held on 17 April 2023 (the “AGM”) adopted two long-term incentive programs whereas one program is for the Company’s board members (“LTI I 2023”) and one program is for the management and key personnel (including employees and consultants) (“LTI II 2023”) pursuant to which an aggregate of up to 70,000 stock options (“Options”) to acquire Common Shares, American Depositary Shares or warrants of series 2023 (“Shares”) may be allocated to participants in LTI I 2023 and an aggregate of up to 840,000 restricted stock options (“RSU”) and 70,000 Options to acquire Shares may be allocated to participants in LTI II 2023.
The renumeration committee of the Company may grant Options or RSUs to participants, on one or several occasions, between the annual general meeting 2023 and the annual general meeting 2024. To ensure the delivery of Shares underlying the RSUs and Options in accordance with LTI I 2023 and LTI II 2023 the AGM resolved to issue not more than 980,000 warrants of series 2023 (Sw. teckningsoptioner) (the “Warrants 2023”), whereby the Company’s share capital could be increased by not more than SEK 2,383,268.49 upon exercise of Warrants 2023 for subscription and registration with the Swedish Companies Registration Office (Sw. Bolagsverket) (the “SCRO”) of Common Shares. All 980,000 Warrants 2023 shall be subscribed for by the Company (which in accordance with the AGM’s resolution shall be entitled to transfer the Warrants 2023 to participants or a financial intermediary in connection with exercise of the Options or RSUs) and will be registered with the SCRO. LTI I 2023 and LTI II 2023 contains an omnibus incentive plan that was presented at the AGM (the “Updated Omnibus Incentive Plan”), applicable to LTI I 2023 and LTI II 2023 participants.
The Company has previously filed a registration statement on Form S-8 covering 1,680,303 Common Shares with the SEC and are now filing the Registration Statement covering an additional 980,000 Common Shares (the “Additional Common Shares”).
Basis of the opinion
For the purpose of this opinion (the “Opinion”) we have examined the following documents:
|i.||a copy of the Registration Statement;|
|ii.||the main terms of the LTI I 2023 and LTI II 2023;|
|iii.||the Updated Omnibus Incentive Plan;|
|iv.||the articles of association (Sw. bolagsordning) of the Company, adopted on 16 March 2021 (the “Articles of Association”);|
|v.||the minutes of the AGM, adopting the LTI I 2023 and LTI II 2023; and|
|vi.||a registration certificate (Sw. registreringsbevis) for the Company, issued by the SCRO, on 17:30 a.m. CEST on 14 April 2023, showing relevant entries in the Swedish Company Registry as per such date.|
The documents mentioned in Sections (i) – (vi) above are referred to as the “Corporate Documents” and individually a “Corporate Document”.
With respect to various questions of fact, we have relied upon certificates of public officials and upon certificates issued by the SCRO. For the purposes of this Opinion, we have examined such other agreements, documents and records as we have deemed necessary or appropriate for the purpose of rendering this Opinion.
When giving this Opinion we have assumed:
|a)||the accuracy and completeness of: the facts set out in any other documents reviewed by us; and any other information set out in public registers, e.g. certificates from the SCRO, or that has otherwise been supplied or disclosed to us; and as we have not made any independent investigation thereof you are advised to seek verification of such matters or information from other parties or seek comfort in respect thereof in other ways;|
|b)||that the Company and its board of directors have acted in accordance with the general clause (Sw. generalklausulen) in the Swedish Companies Act and provisions regarding good market practice in connection with resolving to issue the Shares;|
|c)||that all signatures on all documents supplied to us as originals or as copies of originals are genuine and that all documents submitted to us are true, authentic and complete;|
|d)||that all documents, authorizations, powers of attorney, and authorities produced to us remain in full force and effect and have not been amended or affected by any subsequent action not disclosed to us;|
|e)||that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes to them have been marked or otherwise drawn to our attention;|
|f)||all documents retrieved by us or supplied to us electronically (whether in portable document format (PDF) or as scanned copies), as photocopies, facsimile copies or e-mail copies are in conformity with the originals;|
|g)||that there has been no mutual or relevant unilateral mistake of fact and that there exists no fraud or duress;|
|h)||at or prior to the time of the delivery of the Additional Common Shares, the payment for such Additional Common Shares will have been received by the Company; and|
|i)||all documents to be executed under, LTI I 2023 and LTI II 2023 have been, and will be, duly authorized, executed and delivered by each of the parties thereto other than the Company and that LTI I 2023 and LTI II 2023 has been, and will at all times be, operated in accordance with their respective terms.|
Based upon and subject to the foregoing and subject to the qualifications set out below, we are of the opinion that: under the laws of Sweden, the Additional Common Shares to be issued upon exercise in accordance with the above will, when (i) the Company has subscribed for and the Board has properly allotted the Warrants 2023, (ii) the Company has registered the Warrants 2023 with the SCRO, (iii) the Company has taken all necessary actions to issue the Additional Common Shares in compliance with the then applicable provisions of the Articles of Association, the laws of Sweden and the terms of LTI I 2023 and LTI II 2023, (iv) the Additional Common Shares have been properly subscribed for on subscription lists by the holder of Warrants 2023, (v) the Additional Common Shares have been properly allotted by the Board, and (vi) the Company has received in full all amounts payable under LTI I 2023 and LTI II 2023 in respect of the Additional Common Shares, be validly issued, fully paid for and non-assessable.
The qualifications to which this Opinion is subject are as follows:
|1)||we express no opinion as to the exact interpretation of any particular wording in the Corporate Documents by any court;|
|2)||provisions in the Corporate Documents providing that certain facts, determinations or calculations will be conclusive and binding (or prima facie evidence) may not be effective if they are incorrect and such provisions will not necessarily prevent judicial inquiry into the merits of such facts, determinations or calculations;|
|3)||this Opinion is given only with respect to the laws of the Kingdom of Sweden as in force today and as such laws are currently applied by Swedish courts and we express no opinion with respect to the laws of any other jurisdiction nor have we made any investigations as to any law other than the laws of the Kingdom of Sweden;|
|4)||in rendering this Opinion we have relied on certain matters of information obtained from the Company and other sources reasonably believed by us to be credible;|
|5)||the Registration Statement, to be filed publicly with the SEC on the date hereof under the Securities Act, and this Opinion are expressed in the English language whilst addressing and explaining institutions and concepts of the laws of the Kingdom of Sweden; and such institutions and concepts may be reflected in or described by the English language only imperfectly; and we express no opinion on how the courts of the Kingdom of Sweden would construe contractual language expressed in English where the Registration Statement would be subject to the laws of the Kingdom of Sweden. However, we believe that such courts may pay attention to the meaning and import of such expressions in the laws of any pertinent jurisdiction in which the English language is normally or habitually employed, in construing, for the purposes of the laws of the Kingdom of Sweden, what the parties intended to put in writing.|
Benefit of opinion
This Opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter.
We are not assuming any obligation to notify you of any changes to this Opinion as a result of any facts or circumstances that may come to our attention in the future or as a result of any change in the laws of the Kingdom of Sweden which may hereafter occur.
We hereby consent to the filing of this Opinion as an exhibit of the Registration Statement, without admitting we are “experts” within the meaning of the Securities Act, as amended, or the rules and regulations of the SEC thereunder with respect to any part of the Registration Statement and the references to this firm in the sections of the Registration Statement entitled “Legal Matters”. This consent is not to be construed as an admission that we are a party whose consent is required to be filed as part of the Registration Statement under the provisions of the Securities Act.
/s/ Advokatfirman Delphi KB
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement pertaining to the Amended and Restated 2021 Incentive Award Plan of Olink Holding AB (publ) of our report dated March 27, 2023, with respect to the consolidated financial statements of Olink Holding AB (publ) included in its Annual Report (Form 20-F) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young AB
April 17, 2023
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Olink Holding AB (publ) of our report dated March 17, 2022 relating to the financial statements, which appears in Olink Holding AB (publ)’s Annual Report on Form 20-F for the year ended December 31, 2022.
/s/ Öhrlings PricewaterhouseCoopers AB
April 17, 2023
First Amendment to
Olink Holding AB (publ)
Amended and Restated 2021 Incentive Award Plan
This First Amendment to Olink Holding AB (publ) Amended and Restated 2021 Incentive Award Plan (this “First Amendment”), made as of 14 March 2023, is made and adopted by Olink Holding AB (publ), a Swedish public limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).
WHEREAS, the Company maintains the Olink Holding AB (publ) Amended and Restated 2021 Incentive Award Plan (the “Plan”);
WHEREAS, pursuant to Section 11.4 of the Plan, the Plan may be amended from time to time by the Company’s Board of Directors; and
WHEREAS, the Company desires to amend the Plan as set forth herein, subject to approval of this First Amendment by the Company’s shareholders.
NOW, THEREFORE BE IT RESOLVED, that the Plan be amended as follows:
1. The defined term “Overall Share Limit” as set forth in Section 2.28 of the Plan is hereby amended and restated in its entirety as follows:
“Overall Share Limit” means 2,660,303 Shares.”
2. This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.
3. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.
* * *
I hereby certify that the foregoing First Amendment was duly adopted by the Company’s Board of Directors as of 14 March, 2023.
Executed on this 14 day of March, 2023.
|/s/ Linda Ramirez|
Calculation of Filing Fee Table
Olink Holding AB (publ)
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
|Security Class Title||Fee
|Equity||Common Shares, quota value approx. SEK 2.431906612 per share(1)||457(c)
|Total Offering Amounts||—||$||—||$||2,317.59|
|Total Fee Offsets||—||—||—||$||0.00|
|Net Fee Due||—||—||—||$||2,317.59|
|(1)||These common shares are represented by American Depositary Shares, or ADSs, which each represent one common share. ADSs issuable upon deposit of the common share registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333- 254427).|
|(2)||Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are calculated using the average of the $22.00 (high) and $20.91 (low) prices of the Registrant’s Common Shares as reported on the Nasdaq Stock Market on April 13, 2023, which date is within five business days prior to filing this Registration Statement.|
|(3)||Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional common shares that become issuable under the Registrant’s Amended and Restated 2021 Incentive Award Plan by reason of any dividend, share split or other similar transaction.|
|(4)||Rounded up to the nearest penny.|