- Interim Summary
- Annual & Interim Reports
- Corporate Governance
President and CEO
It was a source of great pride for all Sedana Medical employees that the company was listed on Nasdaq First North in Stockholm on 21 June 2017. I would like to take this opportunity to thank all shareholders, old and new, for their support and their faith in us as a company.
The listing provides us with the opportunity and the financial fundamentals to be able to realise our vision of making inhalation sedation with IsoConDa and AnaConDa a global standard method for sedation of mechanically ventilated patients in intensive care. We hope to achieve this ambitious vision because the AnaConDa technology and the pharmaceutical IsoConDa (isoflurane) offer a solution that addresses the problems that today’s intravenous sedatives cause or do not adequately solve.
During the quarter, we worked hard on the listing of the company, but also dedicated considerable effort to our key strategic goals by focusing on:
In addition to favourable sales growth in Germany and in Europe at large, we have also taken the first step in Asia, where AnaConDa was launched in South Korea and the first patients have now been treated. We have previously entered into an exclusive agreement with the South Korean distributor DaeSeuk Med Co. Ltd. for the rights to market and sell AnaConDa in South Korea.
South Korea is a good reference country for registration of AnaConDa in other Asian markets in the future.
During the quarter, an agreement was reached with the US medical device provider Teleflex Medical to finally settle the existing royalty structure for the AnaConDa products. As a result of the agreement, we no longer have any royalty obligation.
Despite our heavy investments and increasing costs to facilitate growth, EBITDA was SEK 0,67 million for the second quarter and SEK 1,1 million for the first half of 2017 which is an indication of ongoing strength.
Continued sales growth is well in line with our high growth targets and we continue to see strong demand from many customers.
The first half of the year shows that the company is well-positioned to lead the initiative to offer the first commercial solution for inhalation sedation in intensive care, a market with a sales potential of SEK 10-20 billion annually.
Christer Ahlberg, President and CEO
Read the interim report in its entirety here.
for financial year 2017
|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
|Annual Reports||(only available in Swedish)|
|Q1||Sedana Medical – Interim Report Q1 2017|
|Q2||Sedana Medical – Interim Report Q2 2017|
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
of the Board
|Bengt Julander Member
of the Board
of the Board
|Michael Ryan Member
of the Board
|Robert vom Dorp
Business development adviser
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.
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.
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).
Below is Sedana Medical’s ownership structure as of June 30, 2017.
|Name||Number of shares||Shareholding (%)|
|Magiola Consulting AB||1,427,867||8.76%|
|HealthInvest Partners AB||900,000||5.52%|
|Alto Invest SA||769,230||4.72%|
|Nyenburgh Holding B.V.||445,009||2.73%|
|Ten largest shareholders||10,492,955||64.36%|
1) Total number of outstanding shares after convertibles and share loans have been converted,
before excersise of overdraft options.
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.
|29 June 2017||Trading Direkt Interview with CEO Christer Ahlberg (Swedish).||Click here to view.|
|Certified Adviser:||Pareto Securities AB – Tel: +46 (0)402 50 00 – Berzelii Park 9, P.O. Box 7415, 103 91 Stockholm, Sweden|
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