Addex Raises $10.0 Million in Equity Financing
17 December 2021 - 5:00PM
Ad Hoc Announcement Pursuant to
Art. 53 LR
Geneva, Switzerland,
December
17,
2021 – Addex
Therapeutics Ltd (SIX: ADXN and Nasdaq: ADXN), a clinical-stage
pharmaceutical company pioneering allosteric modulation-based drug
discovery and development, today announced that it has entered into
a definitive agreement with Armistice Capital LLC, a
healthcare-focused institutional investor, pursuant to which the
Company agreed to sell 3,752,202 shares in the form of 625,367
American Depositary Shares (“ADSs”) at a gross purchase price
of $6.50 per ADS, which is equivalent to CHF 1.00 per
share. Each ADS represents six shares. Additionally, Addex has
agreed to issue to Armistice Capital unregistered warrants to
purchase up to 9,230,772 shares in the form of 1,538,462 ADSs (the
“Unregistered Warrants”), as well as unregistered pre-funded
warrants to purchase up to 5,478,570 shares in the form of 913,095
ADSs (the “Unregistered Pre-Funded Warrants” and together with the
Unregistered Warrants, the “Warrants”) in a concurrent private
placement. The Unregistered Warrants have an exercise price
of $6.50 per ADS, will become exercisable in 60 days after
their date of issuance and will expire six years from their date of
issuance. The Unregistered Pre-Funded Warrants have been funded to
the amount of $6.49 with $0.01 payable on exercise.
The gross proceeds to Addex, before deducting
placement agent fees and other offering expenses, will be $10.0
million. Addex intends to use the net proceeds from this offering
to advance its clinical and preclinical pipeline.
The closing of the offering is expected to occur
on or about December 21, 2021, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The shares (but not the Warrants or the shares
underlying the Warrants) are being offered by Addex pursuant
to a "shelf" registration statement on Form F-3 that was originally
filed on April 7, 2021 and declared effective by the
Securities and Exchange Commission (“SEC”) on April 13,
2021 and the base prospectus contained therein (File No.
333-255089). The offering of the shares is being made only by means
of a prospectus supplement that forms a part of the registration
statement. Electronic copies of the prospectus supplement and
accompanying base prospectus may be obtained, when available, on
the SEC's website at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by phone at 646-975-6996 or e-mail
at placements@hcwco.com.
The Warrants and shares underlying the Warrants
are being offered in a private placement under Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Act”), and Regulation
D promulgated thereunder and, along with the shares underlying the
Warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the Warrants and underlying
shares may not be offered or sold in the United
States except pursuant to an effective registration statement
or an applicable exemption from the registration requirements of
the Act and such applicable state securities laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Addex
Therapeutics:Addex Therapeutics is a
clinical-stage pharmaceutical company focused on the development
and commercialization of an emerging class of novel orally
available small molecule drugs known as allosteric modulators for
neurological disorders. Allosteric modulators offer several
potential advantages over conventional non-allosteric molecules and
may offer an improved therapeutic approach to conventional
"orthosteric" small molecule or biological drugs. Addex's
allosteric modulator drug discovery platform targets receptors and
other proteins that are recognized as essential for therapeutic
intervention. Addex's lead drug candidate, dipraglurant (mGlu5
negative allosteric modulator or NAM), is in a pivotal registration
clinical trial for Parkinson’s disease levodopa induced dyskinesia
(PD-LID) and has entered a Phase 2 clinical study for the treatment
of blepharospasm, a form of dystonia. Addex's third clinical
program, ADX71149 (mGlu2 positive allosteric modulator or PAM),
developed in collaboration with Janssen Pharmaceuticals, Inc., is
in a Phase 2a proof of concept clinical trial for the treatment of
epilepsy. Indivior PLC has licensed Addex’s GABAB PAM program
for the development of drug candidates with a focus in substance
use disorder. Preclinical programs include GABAB PAM for
CMT1A, mGlu7 NAM for PTSD, mGlu2 NAM for mild neurocognitive
disorders, mGlu4 PAM for Parkinson’s disease and mGlu3 PAM for
neurodegenerative disorders. Addex shares are listed on the SIX
Swiss Exchange and American Depositary Shares representing its
shares are listed on the NASDAQ Capital Market, and trade under the
ticker symbol "ADXN" on each exchange.
Press Contacts:
Tim DyerChief Executive OfficerTelephone: +41 22 884 15
55 PR@addextherapeutics.com |
Mike SinclairPartner, Halsin Partners+44 (0)20 7318
2955msinclair@halsin.com |
James
CarbonaraHayden IR(646)-755-7412james@haydenir.com |
Forward Looking
Statements:This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended, including in
respect of the anticipated closing of the offering described above.
The words “may,” “will,” “could,” “would,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “target” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Any forward-looking statements in this press
release, such as the expected closing date and use of proceeds from
the offering, are based on management's current expectations and
beliefs and are subject to a number of risks, uncertainties and
important factors that may cause actual events or results to differ
materially from those expressed or implied by any forward-looking
statements contained in this press release, including, without
limitation, uncertainties related to market conditions and the
satisfaction of customary closing conditions related to the
offering. These and other risks and uncertainties are described in
greater detail in the section entitled “Risk Factors” in Addex
Therapeutics’ Annual Report on Form 20-F for the year ended
December 31, 2020, as filed with the SEC on March 11, 2021, the
final prospectus supplement and accompanying prospectus and other
filings that Addex Therapeutics may make with the SEC in the
future. Any forward-looking statements contained in this press
release represent Addex Therapeutics’ views only as of the date
hereof and should not be relied upon as representing its views as
of any subsequent date. Addex Therapeutics explicitly disclaims any
obligation to update any forward-looking statements.
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