- Interim Summary
- Annual & Interim Reports
- Corporate Governance
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.
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.
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|
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 20, 2017.
|Name||Number of shares
after the Offer
after the Offer (%)
|Magiola Consulting AB||1,427,867||8.76%|
|HealthInvest Partners AB||769,230||4.72%|
|Alto Invest SA||769,230||4.72%|
|Nyenburgh Holding B.V.||512,820||3.15%|
|Ten largest shareholders||10,249,996||62.87%|
1) Total number of outstanding shares after convertibles and share loans have been converted,
provided that overdraft options are not exercised.
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.
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|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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