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Company Information

Interim Summary

TurnoverQ1 2017

9891

TSEK

EBITDAQ1 2017

408

TSEK

Christer Ahlberg
CEO

Comments from the CEO.

Sedana Medical’s vision is to develop inhalation sedation with our products AnaConDa and IsoConDa into a global standard model for the sedation of mechanically ventilated patients in intensive care. We hope to realise this ambitious vision by offering, with the AnaConDa technology and the medicinal product IsoConDa (isoflurane), a solution that addresses the problems that present-day intravenous sedatives cause or do not solve sufficiently well. In the first quarter of 2017 we came a major step closer to realising that vision.

Strengthened by the positive development, we initiated a clinical study in Germany during the final quarter of 2016. The study will generate a registration of our pharmaceutical IsoConDa® (isoflurane) in inhalation sedation therapy in European intensive care by the end of 2019.

To attain our level of ambition, the company initiated work on an initial public offering on Nasdaq First North during the quarter. As part of this work, I was appointed CEO in February this year. Our CFO, Maria Engström, also took up her position during the same period. The injection of capital from the initial public offering is primarily intended to be used to fund work on registration documentation and the clinical studies in the EU and the United States for our future medicinal product IsoConDa that are necessary to obtain marketing authorisation.

In operational terms, the first quarter of 2017 was very eventful. We held our first investigator meeting in Germany with the physicians who are to be involved in the strategically very important clinical study of our candidate drug IsoConDa (isoflurane). The study is being carried out at around 20 intensive care units in Germany and will cover a total of up to 550 patients. When the study is completed and we obtain marketing authorisation, Sedana Medical will be the first company in the world to be able to offer intensive care an approved solution for inhalation sedation.

At the start of the year, we took our first step into the Asian market through the approval of AnaConDa in South Korea and an agreement with a local distributor in South Korea has now been established.
The net sales development in the Group has been very positive over the past years. During the first quarter of 2017, this trend continued and net sales increased by 16% compared with the corresponding period of the previous year. This was despite a very strong first quarter 2016. EBITDA was again positive and amounted to SEK 0.41 million for the first quarter of the year. This was despite the fact that we have had increased operational expenses in connection with the planned initial public offering and the recruitment of a new CEO and CFO. The trend in sales is in line with our ambitious growth targets, and we see continued strong demand from many customers.

I have followed Sedana Medical’s determined efforts to develop the next generation of drugs for sedation with great interest. As the newly appointed CEO, it is a source of great inspiration for me to be able to lead the Group into a new phase in which, after many years of steady development and sales work, we document and establish a new treatment standard in the market with potential of SEK 10 to 20 billion annually. The establishment of inhalation sedation for intensive care patients signifies a paradigm shift as IsoConDa is administered and eliminated via the airways instead of intravenously via the bloodstream, which is the usual technique.

Sedana Medical is well positioned to lead efforts to offer the first commercial solution for inhalation sedation in intensive care.

Christer Ahlberg, CEO – Sedana Medical

 Read the interim report in its entirety here.

Calendar
for financial year 2017

Date Event
31 May 2017 Q1 2017 Interim report (1 January – 31 March 2017)
31 August 2017 Q2 2017 Interim report (1 January – 30 June 2017)
30 November 2017 Q3 2017 Interim report (1 January – 30 September 2017)
28 February 2018 Q4 2017 Interim report (1 January – 31 December 2017)

Annual & Interim Reports

2016 2017
Annual Reports (only available in Swedish)
Interim Reports
Q1  Sedana Medical – Interim Report Q1 2017
Q2
Q3
Q4
Others
Content

Corporate Governance

Corporate governance includes information about our Board of Directors, the management team, guidelines for remuneration to the senior management, our auditors, general meetings and our articles of association.

Board of Directors

The registered office of the company is situated in the municipality of Danderyd. The Board of Directors shall consist of not less than three (3) and not more than six (6) members, with not more than three (3) deputy members. Currently the Board of Directors consists of five (5) members elected at the Annual General Meeting on 19 May 2017 for the period until the end of the next Annual General Meeting.

Thomas Eklund Chairman
of the Board
  • Born: 1967
  • Position: Board member and Chairman of Sedana Medical since 2014.
  • Education and professional experience: Thomas holds an MBA from the Stockholm School of Economics. 25 years of experience from leading positions in banking, life science and healthcare. CEO, Investor Growth Capital (renamed as Patricia Industries) during 2002–2012, a private equity company owned by Investor AB with a focus on long-term investments in technology, industrial and healthcare. Former board member in life science companies, e.g. Swedish Orphan International AB (chairman) and Carmel Pharma AB.
  • Other current engagements: Chairman, BoMill AB, Swevet AB, Moberg Pharma AB (publ) and Itrim Holding AB. Board member, Swedencare AB (publ), Boule Diagnostics AB, Biotage AB, Rodebjer Form AB, Memira Holding AB, Excillum Aktiebolag, Neoventa Medical AB, TEDCAP AB and Eklund Konsulting AB.
  • Shareholding in Sedana Medical: 64,000 shares and warrants, via Eklund Konsulting AB, representing 104,000 shares. Independent in relation to the Company and its management but not in relation to major shareholders.
Sten GibeckMember
of the Board
  • Born: 1943
  • Position: Member of the Board of Sedana Medical since 2005. Formerly Chairman of the Board.
  • Education and professional experience: Sten holds a higher business economics qualification from the National Swedish Union of Clerical Employees. Sten is a former owner and CEO of Louis Gibeck AB during its journey from being a small distribution company to achieving a leading position in its field in e.g. Germany, France, Japan and the USA.
  • Other current engagements:
  • Shareholding in Sedana Medical: 1,780,000 shares.
    Independent in relation to the Company and its management but not in relation to major shareholders.
Bengt Julander Member
of the Board
  • Born: 1953
  • Position: Member of the Board of Sedana Medical since 2011.
  • Education and professional experience: Bengt is a qualified pharmacist, M.Sc. from Uppsala University. Bengt has more than 30 years of experience in the life science industry. Owner and Board member of Linc AB, with investments in the pharmaceutical and medtech industry.
  • Other current engagements: Board member of Stille AB, Bringwell AB (publ), Nefecon AB, Swevet AB, ProEquo AB, Pharmalink AB, Knil AB, Busulipo AB, nWise AB, Swevet Holding AB and Pharmalink Nordic AB.
  • Shareholding in Sedana Medical: 180,000 shares held privately and 980,000 shares via Linc AB.
    Independent in relation to both the Company and its management and to major shareholders.
Ola Magnusson
Member
of the Board
  • Born: 1948
  • Position: Member of the Board of Sedana Medical since 2005. Formerly CEO of Sedana Medical (2005 – 2011).
  • Education and professional experience: Ola holds an upper secondary school qualification in engineering specialising in chemistry from Gothenburg Technical Upper Secondary School. Ola has more than 25 years of experience in the pharmaceutical industry in Pharmacia and Kabi and 20 years of experience in the medical device industry in Louis Gibeck AB (CEO) and Hudson RCI as managing director EMEA. Presently Ola is responsible for the ongoing clinical trials in Germany.
  • Other current engagements: Chairman of the Board of Transcutan AB and member of the Board of Hammarplast Medical AB, Miris AB, Miris Holding AB (publ), Eataway AB and Magiola Consulting AB.
  • Shareholding in Sedana Medical: 1,348,000 shares and warrants representing 148,000 shares held privately and 20,000 shares via Magiola Consulting AB. Not independent in relation to the Company and its management, independent in relation to major shareholders.
Michael Ryan Member
of the Board
  • Born: 1957
  • Position: Member of the Board of Sedana Medical since 2005. Former CEO of Sedana Medical (2011 – 2017).
  • Education and professional experience: Michael holds a Master of Industrial Engineering (1st Class Honours) from University College Dublin. Michael has more than 25 years of experience in leading positions in the manufacturing industry and 15 years of experience in leading positions in the medtech industry.
  • Other current engagements: CEO in Sedana Medical Ltd and TecScan Ireland Ltd. Member of the Board of Venn Life Sciences Ltd, a CRO company listed at AIM, Irrus Investment Ltd and Salmur Ltd.
  • Shareholding in Sedana Medical: 900,000 shares and warrants representing 140,000 shares.
    Not independent in relation to the Company and its management, independent in relation to major shareholders.

Management team

Christer Ahlberg
CEO
  • Born: 1971
  • Position: CEO of Sedana Medical since February 2017.
  • Education and professional experience: Christer holds an BSc in business and economics from Örebro University.Former experience in the pharmaceutical industry includes CEO at Unimedic Group (2010–2016), CEO at Eisai AB (2005–2010) and more than 10 years of experience in leading positions in sales and marketing at e.g. AstraZeneca, Meda and Wyeth.
  • Other current engagements: Member of the Board of Directors, PharmaControl MQL AB.
  • Shareholding in Sedana Medical: 260,000 shares and warrants representing 184,200 shares.
Maria Engström
CFO
  • Born: 1972
  • Position: Chief Financial Officer of Sedana Medical since February 2017.
  • Education and professional experience: Maria holds an BSc in business and economics from Stockholm University. Former managing director at Cross Pharma AB (2015–2016) and Head of Business Control at Medivir AB (2012–2014). More than 15 years of experience in positions as finance manager, head of business control and controller at Biovitrum, Bristol Myers Squibb and Ericsson.
  • Other current engagements: Board Member in FAYSIT – Finance At Your Service In Tyresö AB.
  • Shareholding in Sedana Medical: Warrants representing 60,782 shares.
Ron Farrell
Director R&D
  • Born: 1956
  • Position: Director of R&D at Sedana Medical since 2011. COO of Sedana Medical Ltd.
  • Education and professional experience: Ron has a graduateship in Plastics and Rubber from the Institute of London (GPRI). More than 37 years of experience in the manufacturing industry at e.g. Oral-B Laboratories, Gillette, Vistakon, Tech Group, Artema Medical and Kayfoam Woolfson. Main areas of competence include engineering, quality assurance, supply chain, development and operation management.
  • Other current engagements: Member of the Board of Directors of Limed Ltd.
  • Shareholding in Sedana Medical: 732,000 shares and warrants representing 140,000 shares.
Robert vom Dorp
Sales Director
  • Born: 1970
  • Position: Sales Director at Sedana Medical AB since 2010, employee since 2005.
  • Education and professional experience: Robert holds an MBA in economics from the University of Applied Sciences at Hochschule Koblenz. Has also studied industrial organisation. Experience in sales in the medtech industry since 2001 as account manager within anaesthesia, ventilation and intensive care at Hudson RCI and Teleflex Medical. Sales manager at Sedana Medical with responsibilities for marketing, sales, strategy and operations in Germany, Austria and Switzerland.
  • Other current engagements:
  • Shareholding in Sedana Medical: Warrants representing 104,000 shares.
Michael Ryan
Business development adviser
Ola Magnusson
Business development adviser

Guidelines for remuneration to senior management

The main principle is that remuneration and other employment conditions for members of senior manage¬ment shall be based on market terms and be competitive in order to ensure that the group can attract and retain competent senior managers at a reasonable cost for the company.

The total remuneration for senior management shall consist of fixed salary, variable remuneration, pension and other benefits.

The Board fee is decided by the Annual General Meeting. In so far as board members elected by the Annual General Meeting are performing work that stretches beyond the tasks of the Board of Directors, it shall be possible to pay them for such work. Such remuneration shall be market-based and shall be approved by the Board of Directors.

At the Annual General Meeting on 19 May 2017 it was resolved that the fees payable to the Board of Directors for the period until the end of the Annual General Meeting 2018 shall amount to a total of SEK 350,000, of which SEK 150,000 shall be paid to the Chairman of the Board of Directors and SEK 50,000 to each of the other ordinary board members.

Auditor

Christina Kallin Sharpe, authorised public accountant at R3 Revisionsbyrå was re-elected as auditor for the company until the end of the next Annual General Meeting.

General Meeting

The General Meeting of shareholders is the highest decision-making entity in Sedana Medical AB. At the General Meeting, all shareholders are invited to exercise their rights according to their respective shareholdings.

Shareholders wishing to participate in General Meetings must be listed as a shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the General Meeting and notify the company no later than the date specified in the notice of the General Meeting. A shareholder may be accompanied by advisers at a General Meeting only if he or she notifies the company of the number of advisers in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

Articles of Association

§ 1 Name of the company
The name of the company is Sedana Medical AB (publ).

§ 2 Registered office of the Board of Directors
The registered office of the company shall be situated in the municipality of Danderyd.

§ 3 Object of the company’s activities
The object of the company’s activities is to develop, manufacture and market pharmaceuticals and medical-technical products, and other activities compatible therewith.

§ 4 Share capital
The share capital shall be not less than SEK 800,000 and not more than SEK 3,200,000.

§ 5 Number of shares
The number of shares shall be not less than 8,000,000 and not more than 32,000,000.

§ 6 Board of Directors
The Board of Directors shall consist of not less than three (3) and not more than six (6) members with not more than three (3) deputy members. The members are to be elected annually at the Annual General Meeting until the end of the next Annual General Meeting.

§ 7 Auditors
The company shall have a minimum of one (1) and a maximum of two (2) auditors, with a maximum of two (2) deputy auditors.

§ 8 Place of General Meetings
Any General Meeting of the company shall be held in Danderyd or Stockholm.

§ 9 Notice of General Meeting
Notices of General Meetings shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as notice is given it shall be announced in Dagens industri that a notice has been made.
Shareholders wishing to participate in General Meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the General Meeting and notify the company no later than the date specified in the notice of the General Meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder may be accompanied by advisers at a General Meeting only if he or she notifies the company of the number of advisers in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

§ 10 Annual General Meeting
The following matters shall be addressed at the Annual General Meeting:

1. Election of Chairman of the meeting

2. Preparation and approval of the voting register

3. Election of one or two persons to attest the minutes

4. Determination of whether the meeting has been duly convened

5. Approval of the agenda

6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report on the group

7. Resolutions regarding:

(a) adoption of the balance sheet and income statement and, where applicable, the consolidated balance sheet and the consolidated income statement

(b) disposition av bolagets vinst eller förlust enligt den fastställda balansräkningen

(c) discharge from liability for the Board of Directors and the managing director

8. Determination of fees to be paid to the Board of Directors and the auditors

9. Determination of the number of board members and, where applicable, deputy members, and the number of auditors and, where applicable, deputy auditors

10. Election of the Board of Directors and auditors

11. Any other business incumbent on the meeting according to the Swedish Companies Act or the articles of association

§ 11 Financial year
The company’s financial year shall be 1 January – 31 December.

§ 12 CSD clause
The shares of the company shall be registered in a CSD register in accordance with the Central Securities Depositaries and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

Ownership

Below is Sedana Medical’s ownership structure as of June 20, 2017.

Name Number of shares
after the Offer
Shareholding
after the Offer (%)
Sten Gibeck 2,105,744 12.92%
Magiola Consulting AB 1,427,867 8.76%
Linc AB 1,291,976 7.92%
Michael Ryan 1,108,083 6.80%
Ron Farrell 898,897 5.51%
Zaragatero Ltd 853,329 5.23%
HealthInvest Partners AB 769,230 4.72%
Alto Invest SA 769,230 4.72%
Brohuvudet AB 512,820 3.15%
Nyenburgh Holding B.V. 512,820 3.15%
Ten largest shareholders 10,249,996 62.87%
Others 6,053,312 37.13%
TOTAL1): 16,303,308 100%

1) Total number of outstanding shares after convertibles and share loans have been converted,
provided that overdraft options are not exercised.

Warrant programmes

Sedana Medical has two outstanding warrant programmes with a total maximum dilution of 1 350 149 shares.

Warrant 2014/2019, total maximum dilution of 1 040 000 shares, exercisable until 31 December 2019
at a strike price of 2,50 SEK/share.

Warrant 2017/2021, total maximum dilution of 310 149 shares, exercisable until 31 January 2021
at a strike price equalling 130% of the IPO price.

Presentations

Date Filename
   

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Shares

Share
ISIN-code
Share
Shortname
Current
Share Price
SE0009947534 SEDANA  Click here!
Certified Adviser: Pareto Securities AB – Tel: +46 (0)402 50 00 – Berzelii Park 9, P.O. Box 7415, 103 91 Stockholm, Sweden

IPO


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