Securities Registration (foreign Private Issuer) (f-3/a)
May 18 2018 - 3:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 18, 2018
Registration No. 333-224536
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
OASMIA PHARMACEUTICAL AB
(Exact name of Registrant as specified in
its charter)
Not Applicable
(Translation of Registrant’s name
into English)
Sweden
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2834
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Vallongatan 1
752 28 Uppsala, Sweden
+46 18 50 54 40
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 590-9330
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Henry Nisser, Esq.
Sichenzia Ross Ference Kesner
LLP
1185 Avenue of the Americas
New York, NY 10036
Telephone: (212) 930-9700
Facsimile: (212) 930-9725
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Mikael Asp
Chief Executive Officer
Oasmia Pharmaceutical AB
Vallongatan 1
752 28 Uppsala, Sweden
Telephone: +46 18 50 54 40
Facsimile: +46 18 51 08 73
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Approximate date of commencement of
proposed sale to the public:
From time to time after the effective date of this registration statement.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
x
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering.
¨
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company
x
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, 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.
¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price per
Security (1)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration
Fee (3)
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Ordinary Shares, par value SEK 0.10 per share, represented by American Depositary Shares (1)(4)
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Warrants (1)
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Units (1)
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Total
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$
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25,000,000
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$
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3,112.50 (5)
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__________
(1)
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There are being registered under this registration statement such indeterminate number of ordinary shares, warrants to purchase ordinary shares and a combination of such securities, separately or as units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $25,000,000 or, if any securities are issued for consideration denominated in a foreign currency, such amount as shall result in an aggregate initial offering price equivalent to a maximum of $25,000,000. The securities registered hereunder also include such indeterminate number of ordinary shares as may be issued upon conversion, exercise or exchange of warrants that provide for such conversion into, exercise for or exchange into ordinary shares. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.
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(2)
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An indeterminate aggregate amount of securities is being registered as may from time to time be sold at indeterminate prices.
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(3)
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The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act on the basis of the maximum aggregate offering price of the securities listed.
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(4)
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American Depositary Shares issuable on deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No.: 333- 205841). Each American Depositary Share will represent three (3) ordinary shares.
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______________________________
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to Form F-3 is being filed solely for the
purpose of filing a revised signature page to original Registration Statement on Form F-3, as filed with the Securities and Exchange
Commission on April 30, 2018. No change is being made to the prospectus constituting Part I of the Registration Statement or any
Item of Part II of the Registration Statement. Accordingly, Part I and Part II, other than the signature page, have not been included
herein.
PART II — INFORMATION NOT REQUIRED
IN PROSPECTUS
SIGNATURES
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 F-3 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 this 18
th
day of May, 2018.
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OASMIA PHARMACEUTICAL AB
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By:
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/s/ Mikael Asp
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Mikael Asp
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
Signatures
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Title
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Date
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/s/ Julian Aleksov
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Executive Chairman of the Board of Directors
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May 18, 2018
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Julian Aleksov
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/s/ Mikael Asp
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Chief Executive Officer
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May 18, 2018
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Mikael Asp
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(Principal executive officer)
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/s/Anders Blom
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Chief Financial Officer
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May 18, 2018
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Anders Blom
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(Principal financial and accounting officer)
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Director
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May 18, 2018
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Bo Cederstrand
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/s/ Alexander Kotsinas
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Director
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May 18, 2018
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Alexander Kotsinas
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Director
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May 18, 2018
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Lars Bergkvist
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/s/ Per Langö
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Director
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May 18, 2018
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Per Langö
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Oasmia Pharmaceutical AB has signed this
registration statement or amendment thereto on May 18, 2018.
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Sichenzia Ross Ference Kesner LLP
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By:
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/s/ Henry Nisser
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Name: Henry Nisser
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Title: Partner
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