Ad Hoc Announcement Pursuant to Art. 53
LR
Geneva, Switzerland, April 3, 2023 - 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 a leading institutional healthcare
investor (the “Investor”) to sell 7,999,998 shares in the form of
1,333,333 American Depositary Shares (“ADSs”) at a gross purchase
price of $0.95 per ADS. Each ADS represents six shares.
Additionally, Addex has agreed to issue unregistered pre-funded
warrants to purchase 3,929,825 ADSs (the “Unregistered Pre-Funded
Warrants”) at a funded amount of $0.94 with $0.01 payable on
exercise as well as unregistered warrants to purchase up 5,263,158
ADSs (the “Unregistered Warrants” and together with the
“Unregistered Pre-Funded Warrants”, the “Warrants”) in a concurrent
private placement. The Unregistered Warrants have an exercise price
of $1 per ADS, will become exercisable in 90 days after their date
of issuance and will expire five years from their date of issuance.
Each ADS represents 6 ordinary shares.
The gross proceeds to Addex, before deducting offering expenses,
will be $5.0 million. Addex intends to use the net proceeds from
this offering to advance its portfolio of drug candidates and for
general corporate purposes.
The closing of the offering is expected to occur on or about
April 5, 2023, subject to the satisfaction of customary closing
conditions.
Addex also entered into warrant repricing transactions with the
Investor to amend previously issued warrants to reduce the exercise
price of such warrants, as well as to amend certain other terms.
The warrants to be amended were originally issued in private
placements that closed on December 21, 2021 (“Original 2021
Warrants”) and July 26, 2022 (“Original 2022 Warrants”). The
Original 2021 Warrants are currently exercisable at $6.50 per ADS
to purchase an aggregate of up to 1,538,462 ADSs. The Original 2022
Warrants are currently exercisable at $1.90 per ADS to purchase an
aggregate of up to 2,500,000 ADSs.
By letter agreement, dated April 3, 2023, Addex and the Investor
agreed to amend the Original 2021 Warrants and Original 2022
Warrants to reduce their exercise price to $1 per ADS (“Reduced
Exercise Price”) and certain other amendments (the “Amended
Warrants”). The Amended Warrants will not be exercisable until July
5, 2023.
The ADSs (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.
The Warrants, the shares underlying the Warrants and the Amended
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, the
Amended 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, 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. Addex's second
clinical program, dipraglurant (mGlu5 negative allosteric modulator
or NAM), is under evaluation for future development in a range of
indications. Indivior PLC has licensed Addex’s GABAB PAM program
for the development of drug candidates, with a focus on substance
use disorder. Addex is also advancing a broad preclinical pipeline,
which includes development of a range of GABAB PAMs for CMT1A,
chronic cough and several types of pain, mGlu7 NAM for stress
related disorders, mGlu2 NAM for mild neurocognitive disorders and
depression, M4 PAM for schizophrenia and other forms of
psychosis, as well as mGlu4 PAM and mGlu3 PAM. 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.
Contacts:
Tim DyerChief
Executive OfficerTelephone: +41 22 884 15 55
PR@addextherapeutics.com |
Mike
SinclairPartner, Halsin Partners+44 (0)20 7318
2955msinclair@halsin.com |
Addex 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 statements about the consummation of the offering, the
intended use of proceeds therefrom and consummation of the warrant
repricing. 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, 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. 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, 2022, as filed
with the SEC on March 30, 2023, 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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