As filed with the Securities and Exchange Commission on August 10, 2023.
Registration Statement No. 333-271611
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Addex Therapeutics Ltd
(Exact name of registrant as specified in its charter)
Switzerland
2834
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Chemin des Mines 9,
CH-1202 Geneva,
Switzerland
Tel: +41 (0)22884 1555
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Copies to:
Joshua A. Kaufman
Daniel Goldberg
Marc Recht
David C. Boles
Cooley LLP
55 Hudson Yards
New York, New York 10001
+1 212 479 6000
Frank Gerhard
Homburger AG
Prime Tower
Hardstrasse 201 CH-8005
Zürich, Switzerland
+41 43 222 10 00
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
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. ☒
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. ☐
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 ☒
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. ☐
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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 
EXPLANATORY NOTE
This Post-Effective Amendment No.1, or the Amendment, to the Registration Statement on Form F-1 (Registration No. 333-271611), or the Registration Statement, is being filed pursuant to our undertaking in the Registration Statement to update and supplement information contained in the Registration Statement, as originally filed with the Securities and Exchange Commission, or the SEC, on May 3, 2023 and amended on June 1, 2023. This Registration Statement registers the resale by the selling securityholder of an aggregate of 12,156,620 American Depositary Shares, or ADSs, consisting of (i) warrants to purchase up to an aggregate of 31,578,948 shares, represented by 5,263,158 ADSs, or the Ordinary Warrants, with an exercise price of $1.00 per ADS, (ii) pre- funded warrants to purchase up to 17,130,000 shares represented by 2,855,000 ADSs, or the Pre-Funded Warrants, with an exercise price of $0.01 per ADS as the selling shareholder exercised Pre-Funded Warrants for a total number of 1,074,825 ADSs (representing 6,448,950 shares) from April 5, 2023 to July 31, 2023 out of the initial number of 3,929,825 ADSs (representing 23,578,950 shares) and (iii) warrants to purchase up to an aggregate of 24,230,772 shares, represented by 4,038,462 ADSs, or the Amended Warrants, with an exercise price of $1.00 per ADS. The Ordinary Warrants and the Amended Warrants expire on April 5, 2028 and the Pre-Funded Warrants may be exercised until exercised in full.
The information included in this filing updates and supplements the Registration Statement and the prospectus contained or incorporated therein. No additional securities are being registered under this Amendment. Accordingly, this Amendment concerns only the offer and sale of ADSs held by the selling shareholders and issuable from time to time upon exercise of the Ordinary Warrants, Pre-Funded Warrants and Amended Warrants held by the selling shareholders.
All filing fees payable to the SEC in connection with the registration of these securities were previously paid in connection with the initial filing of the Registration Statement or prior amendments thereto.
 

The information in this prospectus is not complete and may be changed. The selling shareholder may not sell these securities pursuant to this prospectus until this post-effective amendment to the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling shareholder is not soliciting offers to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED AUGUST 10, 2023
Up to 12,156,620
American Depositary Shares
Representing 72,939,720 Shares
[MISSING IMAGE: lg_addextherapeutics-4c.jpg]
This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 12,156,620 American Depositary Shares, or ADSs, consisting of (i) warrants to purchase up to an aggregate of 31,578,948 shares, represented by 5,263,158 ADSs, or the Ordinary Warrants with an exercise price of $1.00 per ADS, (ii) pre-funded warrants to purchase up to 17,130,000 shares represented by 2,855,000 ADSs, or the Pre-Funded Warrants, with an exercise price of $0.01 per ADS, as the selling shareholder exercised Pre-Funded Warrants for a total number of 1,074,825 ADSs (representing 6,448,950 shares) from April 5, 2023 to July 31, 2023 out of the initial number of 3,929,825 ADSs (representing 23,578,950 shares) and (iii) warrants to purchase up to an aggregate of 24,230,772 shares, represented by 4,038,462 ADSs, or the Amended Warrants with an exercise price of $1.00 per ADS. The Ordinary Warrants and the Amended Warrants expire on April 5, 2028 and the Pre-Funded Warrants may be exercised until exercised in full.
The selling shareholder is identified in the table on page 29. No ADSs or Warrants are being registered hereunder for sale by us. While we will not receive any proceeds from the sale of the ADSs by the selling shareholder, we will receive proceeds from the exercise of any Ordinary Warrants, Pre-Funded Warrants or Amended Warrants for cash. See “Use of Proceeds.” The selling shareholder may sell all or a portion of the shares represented by ADSs from time to time in market transactions through any market on which our ADSs are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.”
The ADSs, each representing six of our shares, are listed on the Nasdaq Capital Market, or Nasdaq, under the trading symbol “ADXN.” The ADSs began trading on Nasdaq on January 29, 2020. Our shares are listed on the SIX Swiss Exchange, or SIX, under the symbol “ADXN.” The closing price of our ADSs on Nasdaq on August 8, 2023 was $0.54 per ADS, and the closing price of our shares on SIX on August 8, 2023 was CHF 0.09 per share. There is no established market for the Ordinary Warrants, Pre-Funded Warrants or Amended Warrants.
We are an “emerging growth company” and a “foreign private issuer”, each as defined under federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See the section titled “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.
Investing in ADSs representing our shares involves a high degree of risk. Before buying any ADSs representing our shares you should carefully read the discussion of material risks of investing in such securities in “Risk Factors” beginning on page 20 of this prospectus and in the documents incorporated by reference into this prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is            , 2023

 
TABLE OF CONTENTS
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EXPLANATORY NOTE
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You should rely only on the information contained in this prospectus, including information incorporated by reference herein, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the selling shareholder have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the ADSs offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs.
For investors outside of the United States: Neither we nor the selling shareholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
 
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MARKET, INDUSTRY AND OTHER DATA
This prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties such as investment banking analysts, industry, medical and general publications, government data and similar sources. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See the section titled “Special Note Regarding Forward-Looking Statements” in this prospectus.
 
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ABOUT THIS PROSPECTUS
We are organized under the laws of Switzerland. Under the rules of the U.S. Securities and Exchange Commission, or SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms “Addex,” “Addex Therapeutics,” “Addex Therapeutics Ltd,” “the Company,” “we,” “us” and “our” refer to Addex Therapeutics Ltd together with its subsidiaries.
We own trademarks for Addex Therapeutics in Switzerland. All other trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the
® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
 
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in ADSs representing our shares, you should read this entire prospectus carefully, including the sections of this prospectus titled “Risk Factors,” the accompanying prospectus, the documents that are incorporated herein and therein by reference, including any financial statements in such documents and the notes to those financial statements, and any free writing prospectus that we have authorized for use in connection with the offering, before making an investment decision. This prospectus may add to, update or change information contained in or incorporated by reference.
Overview
We are 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. Allosteric modulators target a specific receptor or protein and alter the effect of the body’s own signaling molecules on their target through a novel mechanism of action. These innovative small molecule drug candidates offer several potential advantages over conventional non-allosteric molecules and may offer an improved therapeutic approach to existing drug treatments. To date, our research and development efforts have been primarily focused on building a portfolio of proprietary drug candidates based on our allosteric modulator development capability. We believe that the allosteric modulator principle has broad applicability across a wide range of biological targets and therapeutic areas, but our primary focus is on G-protein coupled receptors, or GPCR, targets implicated in neurological diseases, where we believe there is a clear medical need for new therapeutic approaches.
Using our allosteric modulator discovery capabilities, we have developed a pipeline of proprietary clinical and preclinical stage drug candidates. We or our partners are developing these clinical and preclinical stage proprietary drug candidates for diseases for which there are no approved therapies or where improved therapies are needed including epilepsy, post-stroke sensorimotor recovery, substance use disorder, or SUD, chronic cough, stress related disorders including post-traumatic stress disorder, or PTSD, schizophrenia and other neuropsychiatric and neurodegenerative diseases.
Our lead drug candidate ADX71149, is a novel orally active metabotropic glutamate receptor subtype 2 positive allosteric modulator, or mGlu2 PAM for the treatment of epilepsy. Our partner, Janssen Pharmaceuticals, Inc., or Janssen, a subsidiary of Johnson & Johnson, is conducting a placebo-controlled Phase 2a proof of concept clinical trial of ADX71149 in epilepsy patients since June 2021. Cohort 1 of the study has been completed and on May 10, 2023 we announced that an interim review committee, or IRC recommended to continue the study, following review of unblinded data from Part 1 of patient Cohort 1. An open label study has also been underway since the third quarter of 2022 and Cohort 2 is currently enrolling patients, testing a different dose of ADX71149. We expect to announce a further update on the status of the study later this year. Under our agreement with them, Janssen is responsible for financing the development and commercialization, if any, of ADX71149.
Our second clinical stage program is dipraglurant, a metabotropic glutamate receptor subtype 5 negative allosteric modulator, or mGlu5 NAM, for post-stroke sensorimotor recovery. According to the World Stroke Organization (www.world-stroke.org), over there are 12.2 million strokes each year globally which can lead to motor paralysis, loss of sensory function, impaired autonomic functions such as bladder/bowel control, impaired cognition leading to deficits in communication, attention and memory, and accompanied by pain. There are currently no drugs to support sensorimotor recovery and current therapies rely on retraining and physiotherapy, with rehabilitation, largely partial, taking 6 month or more. Functional recovery by stimulating network connectivity in the brain has been demonstrated post-stroke preclinically with dipraglurant which significantly restored functional control after just three days of once-daily treatment. We are conducting additional in vivo studies with dipraglurant in animal models of stroke and subject to funding, we plan to commence a Phase 2a study in 2024.There is a large unmet need in post-stroke sensorimotor recovery, and we believe this innovative approach represents a significant commercial opportunity.
 
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We are conducting a funded research program to discover novel gamma-aminobutyric acid subtype-b positive allosteric modulators, or GABAB PAMs for Indivior PLC, or Indivior. We are currently in the clinical candidate selection phase and expect IND enabling studies to begin in 2024. Under the terms of the agreement with Indivior, we have the right to select drug candidates for development in certain exclusive indications outside SUD and plan to develop our GABAB PAM drug candidatefor the treatment of chronic cough. This target is clinically validated with baclofen, an orthosteric agonist of GABAB, is used off label to treat chronic cough patients. However, baclofen’s use is limited by serious side-effects, short half-life and gradual loss of efficacy during chronic treatment. By more precisely targeting the GABAB receptor with a PAM we aim to have a best-in-class treatment with improved tolerability suitable for the chronic nature of this disease. This indication has a significant unmet medical need and represents a solid commercial opportunity. We are in late clinical candidate selection phase and have demonstrated proof-of-concept in animal models of cough with several compounds. Subject to funding, we expect IND enabling studies to begin in 2024.
Allosteric modulators have broad applicability for many clinically validated GPCR targets which are implicated in multiple therapeutic indications. We intend to continue to leverage our scientific expertise in allosteric modulation and our proprietary technology platform to discover novel drug candidates for the treatment of neurological diseases. Three of the most advanced programs include:
mGlu7 NAM for stress related disorders including PTSD. We are developing mGlu7 NAM as a novel orally available treatment to reduce fear memory in PTSD, a disorder that can lead to intense fear and anxiety. Current medication is unspecific and ineffective, with a number of side effects. By selectively targeting mGlu7 with NAMs, the brain circuitries involved in fear and anxiety can be more precisely modulated, potentially resulting in a more focused response and fewer side effects than current therapeutic approaches. Subject to regulatory approval, we believe our mGlu7 NAM may offer an innovative and differentiated treatment approach from existing therapies. We have selected our clinical candidate, identified numerous back-up compounds and we are ready to initiate IND enabling studies.
Muscarinic acetylcholine receptor 4 positive allosteric modulator, or M4 PAM for the treatment of schizophrenia and other psychosis. This target is clinically validated by xanomeline, a nonselective M1/M4 agonist which can’t be used widely due to side-effects. We are currently optimizing multiple chemical series of highly selective M4 PAM compounds with the objective to improve efficacy and tolerability. We have entered clinical candidate selection phase and expect to commence IND enabling studies in the second half of 2024.
mGlu2 NAM for the treatment of mild neurocognitive disorders, or mNCD. We are developing mGlu2 NAM as a novel orally available treatment for mNCD associated with neurodegenerative disorder such as Alzheimer’s disease and Parkinson’s disease and depression as a comorbidity. The program is in late lead optimization phase and we expect to enter clinical candidate selection in the second half of 2024.
Based on our expertise in allosteric modulation, our goal is to build a leading neuroscience company focused on conditions where current treatment options are limited and where unmet medical needs exist. Our business strategy includes the possibility of entering into collaborative arrangements with third parties to complete the development and commercialization of our proprietary drug candidates, such as our partnership with Janssen for ADX71149 and our strategic partnership with Indivior for GABAB PAM. We cannot forecast with any degree of certainty which proprietary products or indications, if any, will be subject to future collaborative arrangements, in whole or in part, and how such arrangements would affect our development plan or capital requirements. To date, we have secured grants and other funding from: The Michael J. Fox Foundation for Parkinson’s Research, or MJFF, for the development of dipraglurant for the treatment of PD-LID; the National Institute of Drug Abuse, or NIDA, to generate important data on the role of GABAB in substance use disorder; the Swiss Innovation Agency, or Innosuisse, to advance our understanding of the role of our drug candidates in neurodegenerative and psychiatric diseases; the Eurostars Joint Programme, or Eurostars, to identify novel drug candidates on mGlu7 NAM for PTSD; and the Charcot-Marie-Tooth Association, or CMTA to evaluate the role of GABAB PAM compounds in preclinical models of CMT1A. As we advance our clinical and preclinical programs, we will continue to apply for subsidies, grants and government or agency sponsored studies that could offset or reduce our development costs.
 
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The development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized pharmaceutical companies, including products approved for marketing and/or drug candidates under development, for each of the drug candidates and each of the indications for which we are developing.
Furthermore, Government authorities in the United States, at the federal, state and local levels, and in other countries, extensively regulate, among other things, the research, development, testing, manufacture, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, import and export of pharmaceutical products, such as those we are developing. The processes for obtaining regulatory approvals in the United States and in foreign countries, along with subsequent compliance with applicable statutes and regulations, require the expenditure of substantial time and financial resources.
Research and Development Portfolio
Using our allosteric modulator platform and drug discovery and development expertise, we have established a portfolio of clinical and preclinical programs, internally and with partners.
Externally Developed Out-licensed Drug Candidate
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ADX71149, mGlu2 PAM for the treatment of epilepsy. Our partnered drug candidate, ADX71149 is a novel orally active metabotropic glutamate receptor subtype 2 positive allosteric modulator, or mGlu2 PAM, for the treatment of epilepsy. Our partner Janssen is conducting a placebo-controlled Phase 2 proof of concept clinical trial of ADX71149 in epilepsy patients since June 2021. Cohort 1 of the study has been completed and on May 10, 2023 we announced that an IRC recommended to continue the study, following review of unblinded data from Part 1 of patient Cohort 1. An open label study has also been underway since the third quarter of 2022 and Cohort 2 is currently enrolling patients, testing a different dose of ADX71149. We expect to announce a further update on the status of the study later this year.
Internally Developed Drug Candidates
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Dipraglurant, mGlu5 NAM for post-stroke recovery, we are developing our novel orally active mGlu5 NAM, to accelerate post-stroke sensorimotor recover. There is currently a large unmet need in post-stroke sensorimotor recovery, there are no drugs to support or enhance sensorimotor recovery, and current therapies rely on retraining and physiotherapy, with rehabilitation taking 6 month or more. Functional recovery by stimulating network connectivity in the brain has been demonstrated with dipraglurant which significantly restored functional control in animal studies. We are conducting further in vivo testing in stroke models, and subject to funding, we plan to commence a Phase 2a study in 2024.
 
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Material Internal Research Programs
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GABAB PAM for the treatment of substance use disorder. Our partner, Indivior, has licensed worldwide rights to our GABAB PAM program and is responsible for all development, manufacture and commercialization of any selected GABAB PAM drug candidates. Under the agreement, we are responsible for executing a research program funded by Indivior to discover novel drug candidates. Indivior has the right to select GABAB PAM drug candidates from our research program. We are in clinical candidate selection phase and expect IND enabling studies to be initiated in 2024. Indivior’s primary focus is substance use disorder. We believe that substance use disorder is an indication with a significant commercial opportunity. Existing therapies often do not provide effective control of symptoms or have side effects that discourage adherence. Subject to regulatory approval, we believe that GABAB PAM may offer an innovative and differentiated treatment approach from existing therapies and may provide benefit to patients.
GABAB PAM for the treatment chronic cough. Our license agreement with Indivior provides for a funded research program, under which we have the right to select drug candidates for exclusive development in certain indications outside of SUD. We plan to develop our selected drug candidates in chronic cough. An indication that has been validated with baclofen, an orthosteric agonist of GABAB and presents a significant unmet medical need and commercial opportunity. We are in late clinical candidate selection phase and expect IND enabling studies to be initiated in the first half of 2024.
mGlu7 NAM for the treatment of stress related disorders including PTSD. We are developing mGlu7 NAM as a novel orally available treatment to reduce fear memory in PTSD, a disorder that can lead to intense fear and anxiety. Current medication is unspecific and ineffective, with a number of side effects. By selectively targeting mGlu7 with NAMs, the brain circuitries involved in fear and anxiety can be more precisely modulated, potentially resulting in a more focused response and fewer side effects than current therapeutic approaches. Subject to regulatory approval, we believe our mGlu7 NAM may offer an innovative and differentiated treatment approach from existing therapies. We have selected a drug candidate and are ready to initiate IND enabling studies.
M4 PAM for the treatment of schizophrenia and other psychosis. We are developing M4 PAM as a novel orally available treatment for schizophrenia and other psychoses. An indication that has been validated with xanomeline, an orthosteric agonist of M1/M4 and presents a significant unmet medical need and commercial opportunity. We are currently optimizing multiple chemical series of highly selective M4 PAMs with compounds entering clinical candidate selection phase and we expect to start IND enabling studies in the second half of 2024.
mGlu2 NAM for the treatment of mild neurocognitive disorders, or mNCD. We are developing mGlu2 NAM as a novel orally available treatment for mNCD associated with Alzheimer’s disease, Parkinson’s disease and depressive disorders. The program is in late lead optimization phase and we expect to enter clinical candidate selection in the second half of 2024.
Introduction to Allosteric Modulation
Disease and the Role of Proteins
Proteins are complex biological molecules that have many structural and functional roles in the body. They are critical components in the lines of communication between the cells of the body known as signaling
 
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pathways. It is now recognized that signaling pathways are altered in many disease states through changes in the function of essential proteins underlying the series of cellular events required for normal biological activity. Most drug treatments are focused on modifying these biological signaling pathways by altering the activity profile of selected proteins suspected to play a key role in the manifestation of a particular disease. The major proteins targeted in drug discovery include membrane-bound receptors, such as G-protein coupled receptors, or GPCRs, or ionotropic (ion channels) receptors and enzymes.
GPCRs as Drug Targets
GPCRs are the largest family of integral membrane receptors, accounting for approximately 3 – 4% of the human genome. GPCRs have evolved to recognize a range of endogenous stimuli and act to transmit messages encoded in stimuli from the exterior to the interior of the cell. The ubiquitous cell surface distribution of GPCRs and their involvement in virtually all biological processes have made GPCRs extremely attractive targets for drug development. In fact, most currently marketed drugs act on GPCRs, emphasizing their importance for drug development.
Conventional Approaches to GPCR Drug Discovery
The drug discovery process involves the design of molecules that interact with a target with high specificity and efficacy. Traditional approaches to drug discovery focus on mimicking or inhibiting the actions of the endogenous activator for a target receptor. Conventionally, this has been done by the design and chemical synthesis of small molecule agonists (activators) or antagonists (inhibitors) that act in a competitive manner through interaction with the same binding site as the endogenous activator.
Competitive agonists and antagonists must have a sufficiently high affinity for the target receptor to displace the endogenous activator and must be maintained at a sufficiently high concentration in the region of the receptor in order to exert an effect. Under these conditions, agonists will induce an activated state and antagonists will induce an inactivated state, and in both states, receptors will not be responsive to natural fluctuations in the levels of endogenous activator, thereby interfering with normal physiological signaling.
Although this approach has historically yielded a number of blockbuster drugs, such as Clopidogrel, or Plavix, Salmeterol, or Serevent, and Aripiprazole, or Abilify, significant challenges remain with respect to the continued development of therapeutically useful GPCR competitive agonists or antagonists due to either lack of receptor selectivity or undesirable side effects.
Allosteric Modulators as GPCR Drugs
In contrast to competitive orthosteric compounds, allosteric modulators of GPCRs interact with binding sites that are topographically distinct from the binding site of the endogenous activator, and therefore do not compete with the endogenous activator. This means that allosteric modulators do not activate or inhibit receptors on their own, but only in the presence of an endogenous activator do they enhance (positively modulate) or inhibit (negatively modulate) the natural physiological activity of the receptor. Consequently, allosteric modulators offer the possibility to preserve normal physiological receptor function while controlling pathologic activity caused by over- or under-activation of an endogenous receptor.
We believe that by applying this non-competitive allosteric modulator approach, we may be able to produce efficacious drug candidates with potentially beneficial properties:

Novel drug class:   Allosteric modulators are a novel class of orally available small molecule drug candidates with chemical structures unrelated to that of competitive agonist or antagonist drugs and, as such, represent drug candidates with a high potential for composition of matter patent protection.

Superior receptor sub-type selectivity:   The binding site for an endogenous activator is in general, highly conserved within a GPCR family and achieving receptor subtype selectivity within a family has not always been possible for competitive agonists. The best examples of this are the muscarinic acetylcholine and the metabotropic glutamate receptor families, for which developing competitive, sub-type selective agonists have not been successful thus far. In contrast, allosteric modulator binding sites, being independent of endogenous stimuli, have evolved with a much higher structural diversity
 
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than endogenous activator binding sites and consequently offer the potential for the synthesis of drug candidates with much greater sub-type selectivity.

Ability to discover small molecule drugs for a greater number of GPCR targets:   Several GPCR targets are currently thought to be beyond the reach of conventional competitive drug discovery approaches due to the complexity of the interaction of the endogenous activator with the receptor; including, for example certain peptides, high molecular weight hormones and lipids. For these targets, the allosteric modulator approach represents a novel pathway to develop orally active activator or inhibitor small molecules.

Ability to re-address well characterized and clinically validated GPCR targets where the pharmaceutical industry has exhausted competitive compound drug discovery approaches:   Allosteric modulator drug candidates offer a promising way to revisit these targets, providing novel small molecules while capitalizing on the existing knowledge on well-validated GPCR targets.

Improved safety:   Allosteric modulators control pathologic activity while preserving natural physiological signaling activity due to their lack of effect in the absence of the endogenous activator. In addition, they show no or less tolerance to their effect when chronically administered, thereby not requiring increased dosing as is often the case with competitive compounds. Together with their superior selectivity, these allosteric modulator compounds have the potential for improved safety compared to their competitive analogs.

Clinical use in combination:   Given that allosteric modulators target different binding sites to conventional agonists or antagonists, allosteric modulator drugs may find clinical utility in combination therapies for certain clinical indications.
Orally available brain penetrant small molecule drug candidates that are highly selective for their therapeutic targets and interact with their target in a modulatory manner preserving natural physiological signaling are particularly suitable for neurological diseases.
Our Platform and Competitive Positioning in Allosteric Modulation
We believe that we have a recognized expertise in allosteric modulator R&D. Since our inception in 2002, we have focused exclusively on allosteric modulation drug discovery and development. We have engaged leading experts in the field of allosteric modulation who have years of experience in both industry and academia, including Robert Lütjens, our Head of Discovery Biology, Jean-Philippe Rocher, our Head of Discovery Chemistry and Mikhail Kalinichev, our Head of Translational Science.
We have established a unique chemical library of around 75,000 allosteric modulator compounds, in addition to highly specialized biological systems that are required for the identification and screening of high affinity, orally active small molecule allosteric modulators. Combined with our allosteric modulator library, these high-throughput detection systems have enabled us to build what we believe to be the largest clinical and pre-clinical portfolio of proprietary allosteric modulator compounds.
Our lead development compound has been licensed to Janssen, a subsidiary of Johnson & Johnson, who is conducting a placebo- controlled Phase 2 proof of concept clinical trial of ADX71149, an mGlu2 PAM, in epilepsy patients since June 2021.
Our second development compound, dipraglurant, an mGlu5 NAM, is being developed for post-stroke sensorimotor recovery and subject to funding, we plan to commence a Phase 2a study in 2024.
Our pipeline is all developed in house, including a GABAB Program which we have licensed to Indivior. Under the agreement, we are responsible for executing a research program funded by Indivior to discover novel drug candidates, and Indivior has the right to select GABAB PAM drug candidates from our research program. Indivior’s primary focus is substance use disorder. We have the right to select drug candidates for exclusive development in certain indications outside of SUD and plan to develop our selected drug candidates in chronic cough. We are in clinical candidate selection phase and expect IND enabling studies to be initiated in the first half of 2024.
Furthermore, we believe the depth of our in-house discovered portfolio and the valuable partnerships we have developed further demonstrates our expertise in the allosteric modulation field.
 
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Our Strategy
Based on our expertise in allosteric modulation, our goal is to build a leading neuroscience company focused on conditions where current treatment options are limited and where unmet medical needs exist. Since our inception through June 30, 2023, we have raised an aggregate of CHF 355.1 million in equity financing and generated an aggregate of CHF 65.9 million in revenue, which we have used to build our proprietary allosteric modulator technology platform and our pipeline of drug candidates. The key elements of our strategy include the following:

Continue to develop dipraglurant for past-stroke recovery.   We are currently validating dipraglurant’s use in animal models of stroke, we have drug product ready and subject to funding, plan to run a clinical study in 2024.

Continue to advance our GABAB PAM research programs.   We are currently executing a research program funded by Indivior to discover novel GABAB PAM drug candidates. We have the right to select drug candidates for exclusive development in certain indications such as cough. We are currently in clinical candidate selection phase and expect IND enabling studies to be initiated in 2024 followed by first-in-human studies in 2025.

Continue to advance our mGlu7 NAM program.   We have identified a clinical candidate as well as numerous back up compounds and are ready to initiate IND enabling.

Continue to advance our M4 PAM research program.   We are in clinical candidate selection phase and plan to initiate IND enabling studies for our lead compound in the second half of 2024

Continue to advance our preclinical programs.   We are currently in late pre-clinical development for a number of highly innovative programs and aim to identify further drug candidates in the coming 12 – 18 months.

Continue to pursue collaborative arrangements with other pharmaceutical companies.   We are seeking collaborative arrangements with third parties to advance the development and commercialization of our drug candidates.

Continue to build and leverage our expertise and experience in allosteric modulation.   We are focused on developing allosteric modulators discovered from our proprietary discovery technology platform. We will continue to invest in our platform and pursue novel drug targets where we believe our platform can provide novel drug candidates where an unmet medical need exists.
Our Strengths
Our current strategic focus is the development of certain proprietary drug candidates in our existing portfolio. We believe that we have a number of competitive advantages that distinguish us from our competitors:

Robust in-house discovered pipeline.   We have established an in-house discovered pipeline of seven clinical and preclinical proprietary programs. Internally, these programs include dipraglurant for post-stroke sensorimotor recovery, GABAB PAM for the treatment chronic cough, mGlu7 NAM for the treatment of stress related disorders including PTSD, M4 PAM for treatment of Schizophrenia and other psychosis, and mGlu2 NAM for mild neurocognitive disorders. Partnered programs include ADX71149 for the treatment of epilepsy which is licensed to Janssen and GABAB PAM for the treatment of substance use disorder, which is licensed to Indivior.

High value partnerships.   In January 2018, we entered into a strategic partnership and license agreement with Indivior for the discovery, development and commercialization of novel GABAB PAM compounds for the treatment of substance use disorders and other neurological diseases. Under the agreement, Indivior has sole responsibility for, including the financing of, development of selected compounds under the agreement through preclinical and clinical trials, as well as registration procedures and commercialization, if any. We are responsible for executing a research program funded by Indivior to discover novel GABAB PAM drug candidates. Under the terms of the original agreement, we are eligible for a minimum of $4 million in research funding and payment of $330 million on successful achievement of pre-specified clinical, regulatory and commercial milestones
 
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and tiered royalties on the level of net sales from high single digits up to low double-digit. In December 2004, we entered into a collaboration and license agreement with Janssen for the discovery, development and commercialization of novel mGlu2 PAM compounds for the treatment of neurological diseases. ADX71149 is one of the drug candidates discovered and selected for development by Janssen and under the agreement Janssen has sole responsibility for, the financing of, and development of selected compounds under the agreement through preclinical and clinical trials, as well as registration procedures and commercialization, if any. Under the terms of the agreement, we are eligible for payments of $109 million upon successful achievement of pre-specified clinical and regulatory milestones and a flat low double-digit royalty on net sales.

Global leadership in an emerging drug class.   Allosteric modulators are an emerging class of oral small molecule therapeutics that have the potential to become drug candidates for a number of disease indications. We believe that our expertise, unique knowledge-based library and proprietary biological screening tools make us a leader in allosteric modulation-based drug discovery and development and that we have the potential to develop patentable, novel, highly differentiated oral small molecules for clinically validated targets considered “undruggable” or beyond the reach of conventional drug discovery approaches.

Experienced team.   Our team has extensive global experience and its members are recognized experts in their respective fields. We seek to leverage the complementary skill sets of our team members in our approach to drug discovery and development and draw on their prior experience gained at leading international companies, and pharmaceutical and biotech companies.
Externally Developed Out-licensed Product Candidate
ADX71149 for the treatment of Epilepsy
Epilepsy is one of the most common serious neurological disorders affecting about 65 million people globally (Thurman et al. 2011). It affects 1% of the population by age 20 and 3% of the population by age 75 (Holmes et al. 2008). Epilepsy describes a condition in which a person has recurrent seizures due to a chronic, underlying process. Epilepsy refers to a clinical phenomenon rather than a single disease entity, since there are many forms and causes. Epilepsy is defined by any of the following conditions: (1) at least two unprovoked (or reflex) seizures occurring >24 hours apart; (2) one unprovoked (or reflex) seizure and a probability of further seizures similar to the general recurrence risk (at least 60%) after two unprovoked seizures, occurring over the next 10 years; (3) diagnosis of an epilepsy syndrome (Fisher et al. 2014). The synaptic vesicle protein 2A, or SV2A has been identified as a broad spectrum anti-convulsant target in models of partial and generalized epilepsy, and studies in animal models and human tissue suggest that changes in the expression of SV2A are implicated in epilepsy (Mendoza-Torreblanca et al. 2013; Kaminski et al. 2012). SV2A ligands include levetiracetam (Lynch et al. 2004), which is an anti-epileptic drug commercialized under trademark Keppra®, is approved in Europe and the USA as a monotherapy or add-on therapy in patients diagnosed with epilepsy.
Our partnered drug candidate, ADX71149, is a novel orally active mGlu2 PAM. Our partner, Janssen, has completed Phase 1 and two Phase 2a clinical trials in schizophrenia and anxious depression, respectively. Janssen has announced that ADX71149 has been extensively profiled in preclinical models of epilepsy showing both standalone activity and in combination with SV2A ligands including Keppra. Janssen has patented the combination of mGlu2 PAM with SV2A ligands for the treatment of epilepsy and is conducting a placebo-controlled Phase 2 proof of concept clinical trial of ADX71149 in epilepsy patients since June 2021. Cohort 1 of the study has been completed and on May 10, 2023 we announced that an interim review committee, or IRC recommended to continue the study, following review of unblinded data from Part 1 of patient Cohort 1. An open label study has also been underway since the third quarter of 2022 and Cohort 2 is currently enrolling patients, testing a different dose of ADX71149. We expect to announce a further update on the status of the study in the second half of 2023.
Epilepsy is an indication with a large commercial opportunity as existing therapies frequently provide ineffective control of symptoms or have side effects that discourage adherence. We believe that, subject to regulatory approval, ADX71149 may provide a substantial benefit to patients. Under our agreement with Janssen, Janssen is responsible for, including the financing of, development and commercialization, if any, of ADX71149.
 
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Our Internally Developed Product Candidates
Dipraglurant
Dipraglurant is a selective, orally active small molecule drug product which acts as an mGlu5 NAM. We discovered dipraglurant and hold composition of matter and polymorph patents granted in the United States, Europe and Japan. Dipraglurant is selective for mGlu5 and does not have significant activity or binding affinity to other mGlu or other CNS receptors, such as serotonin, GABA or dopamine receptors. There are currently no drugs of this class on the market.
Dipraglurant for post-stroke sensorimotor recovery
Globally more than 101 million people have survived an ischemic stroke and this number is increasing by 5.7 million per year. In the US there are around 800,000 strokes of different severities per year, which can lead to motor paralysis, loss of sensory function, impaired autonomic functions such as bladder/bowel control, impaired cognition leading to deficits in communication, attention and memory, and often accompanied by pain.
There are currently no drugs to support sensorimotor recovery and current therapies rely on retraining and physiotherapy, with rehabilitation, often only partial, taking 6 months or more. In the meantime, patients may require assistance in routine tasks, personal care and daily living, increasing the burden of care and the risk of the onset of other comorbidities such as depression and social inadequacy.
Following stroke, focal lesions lead to neural tissue necrosis in confined areas and the brains modular organization is disrupted causing module segregation, leading to local imbalances in excitation/inhibition. mGlu5 receptor is widely expressed in medial prefrontal, somatosensory and motor cortices of the brain. mGlu5 modulates glutamatergic neurotransmission and is involved in plastic changes in neural circuits, interfering with neuroplasticity — a key mechanism in post-stroke sensorimotor recovery. mGlu5 receptor is also involved in aberrant synaptogenesis and neural circuit reorganization associated with several neurological disorders, including stroke. By inhibiting mGlu5 receptors with a negative allosteric modulator (NAM), we aim to support cortical reorganization and formation of new functional pathways, restoring functional connectivity changes toward pre-lesion state and excitation/inhibition homeostasis in tandem with physiotherapy.
Functional recovery by stimulating network connectivity in the brain has been demonstrated with MTEP (an mGlu5 NAM) and resulted in a significant motor recovery of functional control (Figure below)
[MISSING IMAGE: bc_developed-4clr.jpg]
 
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Dipraglurant also significantly restored functional control in a shorter, 3-day experiment (Figure below).
[MISSING IMAGE: bc_dipraglurant-4clr.jpg]
We are conducting further in vivo testing and subject to funding, plan to commence a Phase 2a study in 2024.
There is a large unmet need in post-stroke sensorimotor recovery, and we believe this innovative approach presents a significant commercial opportunity.
Material Internal Research Programs
GABAB PAM
Activation of the GABAB, receptor, a Family C class of GPCR, is clinically and commercially validated. Generic GABAB receptor agonist, baclofen, also known as chlorophenibut, is marketed for spasticity and some spinal cord injuries, and used for overactive bladder, or OAB, but its wider use is limited due to a variety of side effects and short half-life. Researchers have shown that baclofen is effective in reducing drug self-administration, cravings, and anxiety, and thus promotes abstinence.
Our GABAB PAM drug candidates are novel, orally available, small molecules that have demonstrated positive effects and tolerability in several preclinical rodent models of pain, anxiety, addiction and OAB. GABAB PAMs differ from the generic drug baclofen in that they are PAMs rather than orthosteric agonists at the GABAB receptor. The GABAB PAM only acts when the natural ligand (GABA) activates the receptor, and therefore respects the physiological cycle of activation. It has been proposed that PAMs produce fewer adverse effects and lead to less tolerance to effect than direct agonists (May and Christopoulos 2003; Langmead and Christopoulos 2006; Perdona et al. 2011; Urwyler 2011; Gjoni et al., 2008; Ahnaou et al).
GABAB PAM for the treatment of substance use disorders, including alcohol use disorder
Our partner, Indivior, has licensed worldwide rights to our GABAB PAM program and is responsible for all development, manufacture and commercialization of any selected GABAB PAM drug candidates. Under the agreement, we are responsible for executing a research program funded by Indivior to discover novel drug candidates. Indivior has the right to select GABAB PAM drug candidates from our research program. We are in clinical candidate selection phase and expect IND enabling studies to be initiated in 2024. Indivior’s primary focus is substance use disorder, including alcohol use disorder. We believe that substance use disorder is an indication with a significant commercial opportunity. Existing therapies often do not provide effective control of symptoms or have side effects that discourage adherence. Subject to regulatory approval, we believe that GABAB PAM may offer an innovative and differentiated treatment approach from existing therapies and may provide benefit to patients.
 
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Scientific advances have revolutionized our understanding of addiction as a chronic, relapsing disease and not a moral failure. Drug addiction is a complex illness which is characterized by intense and, at times, uncontrollable drug craving, along with compulsive drug seeking and use that persist even in the face of devastating consequences. Addiction affects multiple brain circuits, including those involved in reward and motivation, learning and memory, and inhibitory control over behavior. While a person initially chooses to take drugs, over time the effects of prolonged exposure on brain functioning compromise the ability to choose, and seeking and consuming the drug become compulsive, often eluding a person’s self-control or willpower. Because drug abuse and addiction have so many dimensions and disrupt so many aspects of an individual’s life, treatment is not simple. Addiction treatment must help the individual stop using drugs, maintain a drug-free lifestyle, and achieve productive functioning in the family, at work and in society. Patients typically require long-term or repeated episodes of care to achieve the ultimate goal of sustained abstinence and recovery of their lives.
Alcohol Use Disorder, or AUD is a broad term for problems with alcohol, and is generally indicative of compulsive and uncontrolled consumption of alcoholic beverages. It is medically considered a disease, specifically an addictive illness. The World Health Organization estimates that about 140 million people throughout the world suffer from alcohol dependence. Patients with AUD suffer major changes to the brain structure and chemistry. Excessive alcohol consumption damages almost every organ in the body and the cumulative toxic effects can cause both medical (cirrhosis of the liver, pancreatitis, heart disease, peptic ulcers, sexual dysfunction) and psychiatric (epilepsy, dementia, psychosis, anxiety & depression) problems. Treatment of alcoholism is complex with current standard of care typically being prescribed to patients with heavy drinking but largely being unable to prevent them from relapsing. Approximately 5.8 percent or 14.4 million adults in the United States ages 18 and older had AUD in 2018. This includes 9.2 million men and 5.3 million women. In addition, an estimated 401,000 adolescents ages 12-17, in the United States, had AUD in 2018.
The program is in clinical candidate selection phase and we expect to initiate IND enabling studies in 2024.
GABAB PAM for the treatment of chronic cough
Our license agreement with Indivior provides for a funded research program, under which we have the right to select drug candidates for exclusive development in certain indications outside of substance use disorders, including chronic cough and pain. Chronic cough is a cough that lasts 8 weeks or more and does not respond to treatment for underlying cause or is unexplained- There are more that 18 million sufferers in the US and Europe. In addition to the inconvenience of coughing potential complications can include, headaches, fainting, anxiety or depression, sleep loss, urine leakage, vomiting and muscle pain.
Current medications, including opioid drugs (codeine, morphine) and gabapentin/pregabalin deliver some relief, but their wider use is limited by side-effects and risk of abuse. Also, they are not recommended for children under 12. Current cough medications show limited or lack of effectiveness in 60% and 30% of patients, respectively. P2X3 inhibitors (gefapixant) have greater scope but still leave up to 25% of patients without any relief; in addition, discontinuation occurs due to gustatory side-effects.
Chronic cough is driven by hypersensitivity of the sensory C- and Aδ-fibers of the vagus nerve in combination with hypersensitivity of brain regions regulating cough. GABAB potentiators reduce cough by acting on GABAB receptors:

In the brain, in the regions regulating cough, including somatosensory cortex, thalamus, amygdala, solitary tract and paratrigeminal nuclei.

In the periphery, on sensory endings of C-and Aδ-fibers, airway epithelium, lung smooth muscle cells and neutrophils, on cell bodies located in the jugular and nodose ganglia.
This target is well-validated and supported by clinical and preclinical data. Baclofen (a GABAB agonist) is used off-label in patients with chronic cough. Also, baclofen showed efficacy in several clinical studies and in animal models of cough. However, centrally-mediated side-effects (nausea, sedation, dizziness), poor pharmacokinetic profile (short half-life) and tolerance following repeated administration limit its clinical use.
 
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We are developing multiple chemical series of GABAB PAMs as a treatment for refractory chronic cough. The program is in late clinical candidate selection phase, and we expect to initiate IND enabling studies in the first half of 2024.
mGlu7 NAM
The mGlu7 receptor is a class C GPCR and is the most highly conserved of all mGlu subtypes, exhibiting the widest distribution in the brain. It is localized pre-synaptically at a broad range of glutamatergic and GABAergic synapses and is thought to be one of the most important mGlu subtypes in regulating CNS function.
mGlu7 NAM for the treatment of stress related disorders including PTSD
Preclinical data suggest that mGlu7 antagonism could alleviate stress-related anxiety and depressive symptoms and deficits in amygdala-dependent behaviors (fear response and conditioned taste aversion). These data are consistent with the abundant localization of mGlu7 in brain regions involved in the control of fear and emotion supporting the potential use of mGlu7 NAM for the treatment of PTSD.
PTSD is a serious anxiety disorder that can occur in people who have experienced or witnessed a traumatic event such as a natural disaster, a serious accident, a terrorist act, war/combat, rape or other violent personal assault. PTSD can occur in all people, in people of any ethnicity, nationality or culture, and any age. PTSD affects approximately 3.5 percent of U.S. adults, and an estimated one in 11 people will be diagnosed with PTSD in their lifetime. Women are twice as likely as men to have PTSD. People with PTSD have intense, disturbing thoughts and feelings related to their experience that last long after the traumatic event has ended. They may relive the event through flashbacks or nightmares; they may feel sadness, fear or anger; and they may feel detached or estranged from other people. People with PTSD may avoid situations or people that remind them of the traumatic event, and they may have strong negative reactions to something as ordinary as a loud noise or an accidental touch.
Current treatments are primarily based on psychotherapy, as medication is nonspecific and usually ineffective, often with a number of side effects.
We are developing mGlu7 NAM as a novel orally available treatment to reduce fear memory in PTSD. By selectively targeting mGlu7 with NAMs, the brain circuitries involved in fear and anxiety can be more precisely modulated, potentially resulting in higher efficacy and fewer side effects. Subject to regulatory approval, we believe the mGlu7 NAM may offer an innovative and differentiated treatment approach from existing therapies. We have selected our candidate and identified multiple back-up compounds and are ready to initiate IND enabling studies.
M4 PAM
M4 receptors are members of the G-protein-coupled receptor (GPCR) family which are found mostly bound to Gi proteins, generally leading to inhibitory effects. They are one of five muscarinic receptors that act to control the metabotropic functions of acetylcholine in the CNS.
M4 PAM for the treatment of schizophrenia and other psychoses
Schizophrenia affects approximately 24 million people worldwide, requiring lifelong treatment to reduce severe impact on their everyday life. The market for antipsychotics represents over $7B annual sales in the main markets, growing approximately 3.5% per year. There is a significant need for new treatment options, as currently available antipsychotics, that largely act via direct blockade of dopaminergic neurotransmission, deliver sub-optimal treatment of positive symptoms, fail to reduce negative symptoms and worsen cognitive abnormalities, while also being linked to poor tolerability which leads to discontinuation of treatment.
M4 PAM represents a novel therapeutic approach for the treatment of schizophrenia based on indirect modulation of the dopaminergic neurotransmission. Therapeutic utility of targeting muscarinic acetylcholine receptors in schizophrenia has been demonstrated in the clinic with the non-selective M1/M4 agonist, xanomeline, which reduced positive and negative symptoms and alleviated cognitive abnormalities in patients
 
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with schizophrenia. Genetic deletion studies in mice demonstrates that the antipsychotic effect of xanomeline is driven exclusively by the M4 receptor subtype.
The allosteric modulation approach allows identification of highly subtype-selective small molecule compounds. Addex used its proprietary allosteric modulation discovery platform to identify highly selective M4 PAMs. Several structurally differentiated chemical series are currently being optimized to deliver lead compounds demonstrating robust antipsychotic-like effects in multiple rodent models of schizophrenia.
Subject to regulatory approval, we believe our M4 PAM may offer an advantageous antipsychotic treatment option for schizophrenia with a novel mechanism of action. The program entered clinical candidate selection phase and we expect to initiate IND enabling studies in the second half of 2024.
mGlu2 NAM
The mGlu2 receptor, is a class C GPCR and is broadly distributed throughout the cortex as well as highly expressed in the hippocampus and perforant path. Activation of mGlu2 leads to inhibition of glutamate release in the synapse and therefore mGlu2 NAM has the potential to treat medical conditions linked to lowered glutamate levels in the brain via restoration of a normalized glutamatergic tone such as cognitive impairment in Alzheimer’s disease and depression.
mGlu2 NAM for the treatment of mild neurocognitive disorders
mGlu2 NAM is one of the most promising experimental therapeutic strategies for the treatment of mNCD. Our mGlu2 NAM has been tested in the beta amyloid-induced memory impairment model in rodents which mimics aspects of pathophysiology and progressive memory impairment observed in Alzheimer’s disease (AD). In this study, our mGlu2 NAM dose-dependently reversed working memory impairment in the novel object recognition test, without affecting locomotor activity. Donepezil, a marketed drug currently used to treat symptoms of AD, was used as the positive control and the magnitude of the effect induced by the mGlu2 NAM was similar to that of donepezil. Preclinical research from other groups suggest not only that mGlu2 NAM might slow the progression of AD, an effect not seen with any marketed drug, but also that it may have a synergistic effect on cognition when combined with donepezil.
We are currently optimizing multiple chemical series of highly selective, orally active mGlu2 NAMs. The program is in lead optimization, and we expect to initiate clinical candidate selection phase in the second half of 2024.
Competition
The development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized pharmaceutical companies, including products approved for marketing and/or drug candidates under development, for each of the drug candidates and each of the indications for which we are developing our product candidates, as follows:
ADX71149 for the treatment of epilepsy
Currently available therapies treatment of epilepsy includes racetams such as Brivaracetam (Briviact®) or Levetiracetam (Keppra®); benzodiazepines such as diazepam (Valium®), clonazepam (Klonopin®), lorazepam (Ativan®); carboxamides such as Carbamazepine (Carbatrol® or Tegretol®) and Eslicarbazepine (Aptiom®); GABA analogs such as Gabapentin (Neurotin®) or Pregabalin (Lyrica®); Perampanel (Fycompa®). Late-stage drug candidates in development which could compete with ADX71449 include Ganaxolone, Cannabidiol (Epidiolex), Everolimus (Afinitor / Votubia), ZX008.
Dipraglurant for post-stroke sensorimotor recovery
Therapies to improve patient motricity largely rely on physiotherapy and there are currently no drugs on the market to assist this process. There are currently 4 Phase 2a studies underway; Teva are testing armodafinil in combination with task-related training, Inserm are testing galantamine with cognitive rehabilitation, UCLA are testing Sinemet (L-DOPA) with the rehabilitation of the upper arm and KSA are testing L-DOPA with physiotherapy.
 
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GABAB PAM for the treatment of substance use disorders, including alcohol use disorder
Currently available treatments of addiction include Buprenorphine (Suboxone®, Subutex®, Probuphine®, Sublocade™), naltrexone (Vivitrol®) to treat opioid addiction; bupropion (Zyban®) and varenicline (Chantix®) to treat nicotine addiction; and naltrexone (Vivitrol®), Acamprosate (Campral®), Disulfiram (Antabuse®) to treat alcohol addiction. Baclofen (a GABAB agonist) has been largely used off-label to treat alcohol abuse, and its approval is under review in France. In addition, several novel derivatives of baclofen are in clinical development and Astellas is in Phase I with ASP8062 as a novel GABAB PAM for substance-related disorders.
GABAB PAM for the treatment of chronic cough
Current medications for chronic cough include opioid drugs (codeine, morphine), gabapentin (Horizant, Neurontin), pregabalin (Lyrica), dextromethorphan (Benylin, Broncophan, Robitussin), guaifenesin (Mucinex, Bidex, Organidin). However, they suffer from limitations of use due to many side effects including abuse potential, drowsiness, GI dysfunction. Their antitussive effectiveness is lacking in large portion of patients, and most are not recommended for children under 12.
Recently, new classes of agents have demonstrated efficacy in clinical trials, including purinergic P2X3 receptor and neurokinin-1 receptor inhibitors. The P2X3 antagonist, gefapixant, is the first molecule approved in Japan and Europe for the treatment for refractory and unexplained chronic cough in adults. However, while having greater scope, gefapixant still leaves up to 25% of patients without any relief and treatment discontinuation occurs due to gustatory side-effects.
Baclofen, the GABAB orthosteric agonist, has been used off-label to treat GERD-related chronic cough, but also cough caused by angiotensin-converting enzyme inhibitors and chronic refractory cough of unknown cause.
M4 PAM for the treatment of psychosis
Current medications to treat schizophrenia rely on mechanisms discovered more than 50 years ago, mainly inhibiting dopamine D2 receptors (typical antipsychotics) or D2 and serotonin 5-HT2 receptors (atypical antipsychotics). Commonly prescribed typical antipsychotics are haloperidol (Haldol) and chlorpromazine (Thorazine). Commonly prescribed atypical antipsychotics are aripiprazole (Abilify), clozapine (Clozaril), risperidone (Risperdal), quietapine (Seroquel) and olanzapine (Zyprexa). All these antipsychotics suffer from significant side effects leading frequently to discontinuation of treatment and relapse. Side effects include sedation, sexual dysfunction, postural hypotension, cardiac arrhythmia, weight gain, hyperlipidemia, diabetes mellitus, extrapyramidal side effects, and myocarditis.
Several new approaches are in clinical development, such as evenamide (voltage-gated sodium channel blocker), brilaroxazine (dopamine-serotonin system stabilizer), ulotaront (TAAR1 and serotonin 5-HT1A receptor agonist) and pimavanserin (5-HT2A receptor inverse agonist). Kar-XT is a novel approach which demonstrated its antipsychotic efficacy in several phase 3 studies and will get reviewed by FDA for approval in 2023. Kar-XT is a combination of xanomeline, an M1/M4 non-selective agonist, and trospium, a peripherally restricted pan-muscarinic antagonist. Additional M1/M4 agonists are being tested in early phase clinical trials. Cerevel is progressing emraclidine, an M4-preferring positive allosteric modulator, in phase 2 trial in schizophrenia patients.
Corporate Information
We are organized as a stockholding company under the laws of Switzerland. Our American Depositary Shares have been listed on Nasdaq under the symbol “ADXN” since January 29, 2020, and our shares have been listed on SIX since May 2007 under the symbol “ADXN”.
Our corporate headquarters is located at Chemin des Mines 9, CH-1202 Geneva, Switzerland, where the telephone number is +41 (0)22 884 1555, and our registered office is located at c/o Addex Pharma SA, Chemin des Aulx 12, CH-1228 Plan-les-Ouates, Geneva, Switzerland. Our website address is www.addextherapeutics.com/en/. Our website and the information contained on, or that can be accessed
 
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through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase our securities.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
Emerging Growth Company
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we may take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include:

not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and

to the extent that we no longer qualify as a foreign private issuer, (1) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (2) exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation.
We will remain an emerging growth company until the earliest of: (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (2) the last day of 2025; (3) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur on the last day of any fiscal year that the aggregate worldwide market value of our common equity held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three- year period.
Foreign Private Issuer
We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

the rules under the Exchange Act requiring the filing with the U.S. Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specific information, and current reports on Form 8-K upon the occurrence of specified significant events.
Recent Developments
April 2023 Financing
The shares offered in this prospectus relate in part to the resale by the selling shareholder of up to 55,157,898 shares deliverable upon the exercise of the Ordinary Warrants and Pre-Funded Warrants, which were issued in a private placement pursuant to a securities purchase agreement, or the April 2023 Securities Purchase Agreement, between us and the selling shareholder, dated April 3, 2023, which we conducted concurrently with a registered direct offering of ADSs. The offering of ADSs, Ordinary Warrants and Pre- Funded Warrants is referred to herein as the April 2023 Financing. The warrants issued in the April 2023 Financing include:
 
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(i)   the Ordinary Warrants to purchase up to an aggregate of 31,578,948 shares, represented by 5,263,158 ADSs, which are exercisable 90 days after the date of issuance at an exercise price of $1.00 per ADS. The Ordinary Warrants will expire on April 5, 2028; and
(ii)   the Pre-Funded Warrants to purchase up to 17,130,000 shares represented by 2,855,000 ADSs, as the selling shareholder exercised Pre-Funded Warrants for a total number of 1,074,825 ADSs (representing 6,448,950 shares) from April 5, 2023 to July 31, 2023 out of the initial number of 3,929,825 ADSs (representing 23,578,950 shares). The Pre-Funded Warrants are exercisable 60 days after the date of issuance at an exercise price of $0.01 per ADS and will expire when exercised in full.
The Ordinary Warrants and Pre-Funded Warrants were issued pursuant to the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. We are filing this post-effective amendment to the registration statement on Form F-1, of which this prospectus is a part, to enable the selling shareholder to resell, free of restrictions on resale, the ADSs that are delivered upon any exercise of the Ordinary Warrants and Pre-Funded Warrants and the shares underlying such ADSs.
Exercise of Pre-Funded Warrants
From April 5, 2023 to July 31, 2023, the selling shareholder exercised Pre-Funded Warrants for a total number of 1,074,825 ADSs representing 6,448,950 shares.
April 2023 Warrant Repricing
Concurrent with the April 2023 Financing, on April 3, 2023, we and the institutional investor who purchased securities from us in the offering also entered into warrant repricing transactions 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, or the Original 2021 Warrants and July 26, 2022, or the Original 2022 Warrants. The Original 2021 Warrants were exercisable at $6.50 per share to purchase an aggregate of up to 9,230,772 shares in the form of 1,538,462 ADSs. The Original 2022 Warrants were exercisable at $1.90 per share to purchase an aggregate of up to 15,000,000 shares in the form of 2,500,000 ADSs.
By letter agreement, dated April 3, 2023, we and the institutional investor agreed to amend the Original 2021 Warrants and Original 2022 Warrants in order to, in particular, reduce their exercise price to $1.00 per ADS, extend the exercise period until April 5, 2028 and make certain other amendments. The Amended Warrants, which were issued pursuant to the letter agreement in place of the Original 2021 Warrants and Original 2022 Warrants, will not be exercisable until July 5, 2023.
The Amended Warrants were issued pursuant to the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. We are filing this post-effective amendment to the registration statement on Form F-1, of which this prospectus is a part, to enable the selling shareholder to resell, free of restrictions on resale, the ADSs that are delivered upon any exercise of the Amended Warrants and the shares underlying such ADSs.
Nasdaq Minimum Bid Price Deficiency
On May 18, 2023, we received written notification from Nasdaq indicating that, for the last thirty consecutive business days, the bid price for our American Depositary Shares (ADSs) had closed below the minimum US$1.00 per ADS requirement for continued listing on Nasdaq under listing rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days to regain compliance and will receive written notification if we achieve compliance at any time during this period. Compliance will be achieved if the bid price of the ADSs closes at US$1.00 per ADS or more for a minimum of ten consecutive business days.
We will monitor the bid price of our ADSs and evaluate options to regain compliance with Nasdaq’s minimum bid price rule within the compliance period. If compliance with Rule 5550(a)(2) is not regained by November 8, 2023, we may be eligible for an additional 180 calendar day compliance period. Our operations
 
16

 
are not affected by the receipt of the notification letter and we fully intend to resolve the deficiency and regain compliance with the Nasdaq Listing Rules.
Sale Agency Agreement
On July 25, 2023, we entered into a sale agency agreement with Kepler Cheuvreux to sell treasury shares on Six Swiss Exchange from time to time, the substantive terms of which aligned with the original sale agency agreement between us and Kepler Cheuvreux, dated August 24, 2020 which was most recently amended on June 21, 2022. The new sale agency agreement expires on June 26, 2024.
Extension of the research agreement with Indivior
On August, 2 2023, the research agreement with Indivior was extended until June 30, 2024 and Indivior committed additional research funding of CHF 2.7 million of which CHF 1.1 million is expected to be received directly by the Group and CHF 1.6 million paid directly by Indivior to third party suppliers that are supporting the funded research program.
 
17

 
THE OFFERING
This prospectus relates to the resale by the selling shareholder identified in this prospectus of up to an aggregate of 12,156,620 ADSs (representing 72,939,720 shares) consisting of (i) Ordinary Warrants to purchase up to an aggregate of 31,578,948 shares, represented by 5,263,158 ADSs with an exercise price of $1.00 per ADS; (ii) Pre-Funded Warrants to purchase up to 17,130,000 shares represented by 2,855,000 ADSs with an exercise price of $0.01 per ADS, as the selling shareholder exercised Pre-funded Warrants for a total number of 1,074,825 ADSs (representing 6,448,950 shares) from April 5, 2023 to July 31, 2023 out of the initial number of 3,929,825 ADSs (representing 23,578,950 shares); and (iii) Amended Warrants to purchase up to an aggregate of 24,230,772 shares, represented by 4,038,462 ADSs with an exercise price of $1.00 per ADS. The selling shareholder may sell its ADSs from time to time at prevailing market prices. We will not receive any proceeds from the sale of the ADSs by the selling shareholder. However, we will receive cash proceeds equal to the total exercise price of any Ordinary Warrants, Pre-Funded Warrants or Amended Warrants that are exercised for cash.
Securities offered by the selling
shareholder
5,263,158 ADSs (representing 31,578,948 shares) deliverable upon exercise of the Ordinary Warrants, (ii) 2,855,000 ADSs (representing 17,130,000 ordinary shares) deliverable upon exercise of the remaining Pre- Funded Warrants and (iii) 4,038,462 ADSs (representing 24,230,772 shares) deliverable upon exercise of the Amended Warrants.
Shares outstanding as of July 31,
2023
95,276,018
Shares outstanding as of July 31, 2023 assuming exercise of the remaining Pre-Funded
Warrants
112,406,018 shares, which assumes the exercise of the Pre-Funded Warrants to purchase 2,855,000 ADSs (representing 17,130,000 shares)
Shares outstanding as of July 31, 2023 assuming exercise of the remaining Pre-Funded Warrants, Ordinary Warrants and Amended Warrants
168,215,738 shares, which assumes the exercise of the remaining Pre-Funded Warrants, Ordinary Warrants and Amended Warrants to purchase 12,156,620 ADSs (representing 72,939,720 shares)
The ADSs
Each ADS represents six of our shares. The depositary will be the holder of the shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.
To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of the ADSs.” We also encourage you to read the deposit agreement, which is incorporated by reference as an exhibit to the registration statements that include this prospectus.
The Ordinary Warrants
The exercise price of the Ordinary Warrants is $1.00 per ADS. The Ordinary Warrants are exercisable 90 days from the date of issuance and will expire on April 5, 2028.
 
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The Pre-Funded Warrants
The exercise price of the Pre-Funded Warrants is $0.01 per ADS. The Pre-Funded Warrants are exercisable 60 days from the date of issuance may be exercised until the Pre-Funded Warrants are exercised in full.
The Amended Warrants
The exercise price of the Amended Warrants is $1.00 per ADS. The Amended Warrants are exercisable starting July 5, 2023 and will expire on April 5, 2028.
Use of Proceeds
We will not receive any proceeds from the sale of the shares represented by ADSs by the selling shareholder. All net proceeds from the sale of the ADSs represented by shares covered by this prospectus will go to the selling shareholder. However, we will receive cash proceeds equal to the total exercise price of any exercise of Ordinary Warrants, Pre-Funded Warrants or Amended Warrants for cash.
We intend to use the proceeds from the exercise of any Ordinary Warrants, Pre-Funded Warrants or Amended Warrants for cash to advance our portfolio of drug candidates and for general corporate purposes. See the section of this prospectus titled “Use of Proceeds.”
Depositary
Citibank, N.A.
Risk Factors
You should read the “Risk Factors” section starting on page 23 of this prospectus, and other information included or incorporated by reference into this prospectus for a discussion of factors you should carefully consider before deciding to invest in ADSs representing our shares.
Trading Symbols
Our ADSs are listed on Nasdaq under the symbol “ADXN” and our shares are listed on the SIX under the symbol “ADXN”.
Unless otherwise stated in this prospectus, the number of our shares set forth herein is based on 95,276,018 shares outstanding as of July 31, 2023, but excludes:

44,121,243 treasury shares indirectly held through our wholly owned subsidiary Addex Pharma SA as of July 31, 2023, of which 43,950,898 are available for the exercise of the Ordinary Warrants, Pre-Funded Warrants or Amended Warrants;

40,074,155 shares issuable out of our capital band expiring on May 30, 2028, available for the exercise of the Ordinary Warrants, Pre- Funded Warrants or Amended Warrants;

51,225,205 shares issuable out of our conditional capital, including (i) 36,225,205 shares reserved for issuance upon exercise of the Ordinary Warrants, the remaining Pre-Funded Warrants, the Amended Warrants and any other warrants granted in connection with issuances of bonds, similar obligations or other financial instruments and (ii) 15,000,000 shares reserved for issuances pursuant to our equity incentive plans of which 14,097,581 relate to outstanding options as of July 31, 2023.
 
19

 
RISK FACTORS
Investing in ADSs representing our shares involves a high degree of risk. Before deciding whether to invest in, you should carefully consider the risks and uncertainties described under the section captioned “Item 3. Key Information. Risk Factors” contained in our Annual Report on Form 20-F for the year ended December 31, 2022, as filed with the SEC on March 30, 2023, which is incorporated by reference in this prospectus, the information and documents incorporated by reference herein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, cash flows and results of operations could be negatively impacted. In that case, the trading price of our ADSs would likely decline and you might lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
Risks Related to our ADSs and Shares
A substantial number of shares and ADSs may be sold in the market following the effective date of the registration statement of which this prospectus form a part, which may depress the market price for our shares and ADSs.
Sales of a substantial number of shares and ADSs in the public market following the effective date of the registration statement of which this prospectus forms a part could cause the market price of our shares and ADSs to decline. A substantial majority of our outstanding shares and ADSs are, and the shares and ADSs offered hereby will be, freely tradable without restriction or further registration under the Securities Act.
An investment in our securities is speculative, and there can be no assurance of any return on any such investment.
An investment in our securities is highly speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in their investment, including the risk of losing their entire investment.
We have broad discretion over the use of the net proceeds from the exercise of any Pre-Funded Warrants, Ordinary Warrants or Amended Warrants for cash and may use them in ways with which you do not agree and in ways that may not enhance our operating results or the price of the shares or ADSs.
Our board of directors and management will have broad discretion over the application of the net proceeds that we receive from any exercise of Pre-Funded Warrants, Ordinary Warrants or Amended Warrants for cash. We may spend or invest these proceeds in ways with which our shareholders and holders of ADSs disagree or that do not yield a favorable return, if at all. We intend to use the net proceeds from any exercise of Pre-Funded Warrants, Ordinary Warrants or Amended Warrants for cash, together with our existing cash resources as described in “Use of Proceeds.” However, our use of these proceeds may differ substantially from our current plans. Failure by our management to apply these funds effectively could harm our business, results of operations, cash flows, financial condition and/or prospects. Pending use, we may invest the net proceeds from the offering in a manner that does not produce income or that loses value.
 
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward- looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about:

the development of our drug candidates, including statements regarding the timing of initiation, completion and the outcome of pre-clinical studies or clinical trials and related preparatory work, the period during which the results of the studies or trials will become available and our research and development programs with respect to our drug candidates;

the impact of global macroeconomic conditions, including the COVID-19 pandemic, rising inflation, the U.S Federal reserve raising interest rates, bank failures and the Russia-Ukraine war, on our business and operations;

our ability to obtain and maintain regulatory approval of our drug candidates in the indications for which we plan to develop them, and any related restrictions, limitations or warnings in the label of an approved drug or therapy;

our plans to collaborate, or statements regarding the ongoing collaborations, with partner companies;

our plans to research, develop, manufacture and commercialize our drug candidates;

the timing of our regulatory filings for our drug candidates;

the size and growth potential of the markets for our drug candidates;

our ability to raise additional capital;

our commercialization, marketing and manufacturing capabilities and strategy;

our expectations regarding our ability to obtain and maintain intellectual property;

our ability to attract and retain qualified employees and key personnel;

our ability to contract with third party suppliers and manufacturers and their ability to perform adequately;

how long we will qualify as an emerging growth company or a foreign private issuer;

our estimates regarding future revenue, expenses and needs for additional financing;

our belief about the duration of our cash runway;

regulatory developments in the United States, European Union and other jurisdictions; and

our intended use of the net proceeds of this offering.
You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward- looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or
 
21

 
otherwise, except as required by law. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
 
22

 
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling shareholder of the ADSs registered hereby or the shares underlying such ADSs. All net proceeds from the sale of the shares represented by ADSs will go to the selling shareholder.
We may receive proceeds from the exercise of the Pre-Funded Warrants, Ordinary Warrants and Amended Warrants to the extent they are exercised. We can make no assurances that any of the Pre-Funded Warrants, Ordinary Warrants and Amended Warrants will be exercised, or if exercised, the quantity that will be exercised or the period in which such Pre-Funded Warrants, Ordinary Warrants and Amended Warrants will be exercised.
We intend to use the net proceeds from any exercise of the Pre-Funded Warrants, Ordinary Warrants and Amended Warrants for cash, together with our cash on hand, to advance our portfolio of drug candidates and for general corporate purposes.
Based on our current operating plan, we believe that with our existing cash and the exercise of the Pre- Funded Warrants, will enable us to fund our planned operating expenses and capital expenditures through the first quarter of 2024.The exercise of the Ordinary Warrants and Amended Warrants has not been taken into account in our cash runway forecast as the timing of their exercise is difficult to be predicted.
Our ability to pursue and finance our operations and our intended development plans beyond such time will depend on our ability to generate additional funding through partnerships or grants and amounts that we may raise through the further financings such as additional equity offerings.
Our expected use of the proceeds from the exercise of any Pre-Funded Warrants, Ordinary Warrants and Amended Warrants for cash represents our intentions based upon our current plans and business conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the proceeds to be received upon the exercise of any Pre-Funded Warrants, Ordinary Warrants or Amended Warrants for cash or the amounts that we will actually spend on the uses set forth above.
Our management will have broad discretion over the use of the net proceeds from any exercise of the Pre- Funded Warrants, Ordinary Warrants and Amended Warrants for cash. The amounts and timing of our expenditures will depend upon numerous factors, including the results of our research and development efforts, the timing, cost and success of preclinical studies and clinical trials we may commence in the future, the timing of regulatory submissions, our ability to obtain additional financing, the amount of cash obtained through our existing collaborations and future collaborations, if any, and any unforeseen cash needs.
Pending any use described above, we may invest any proceeds from the exercise of any Pre-Funded Warrants, Ordinary Warrants or Amended Warrants for cash in short- and intermediate-term interest- bearing obligations, investment-grade instruments, certificates of deposit or guaranteed government obligations.
 
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CAPITALIZATION
The following table sets forth our cash and capitalization as of June 30, 2023, on :

an actual basis; and

as adjusted basis to give effect to the partial exercise of Pre-funded Warrants for a total number of 491,000 ADSs representing 2,946,000 shares.
As of
June 30,
2023 Actual
Adjusted as of
June 30,
2023 Actual
(unaudited)
(unaudited)
Amounts in CHF
Cash and cash equivalents
7,169,069 7,169,069
Shareholders’ equity
Share capital
1,364,513 1,393,973
Share premium
263,658,040 264,036,409
Other equity
64,620,223 64,620,223
Treasury shares reserve
(635,311) (635,311)
Other reserves
32,062,974 31,655,145
Accumulated deficit
(354,944,336) (354,944,336)
Total shareholders’ equity, net
6,126,103 6,126,103
Total capitalization
6,126,103 6,126,103
 
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DIVIDEND POLICY
We have never paid a dividend, and we do not anticipate paying dividends in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. As a result, investors in our shares will benefit in the foreseeable future only if our shares appreciate in value.
Under Swiss law, any dividend must be proposed by our board of directors and approved by a shareholders’ meeting. In addition, our auditors must confirm that the dividend proposal of our board of directors conforms to Swiss statutory law and our articles of association. A Swiss corporation may pay dividends only if it has sufficient distributable profits (“Jahresgewinn”) or brought forward from the previous business years (“Gewinnvortrag”) or if it has distributable reserves (“frei verfügbare Reserven”), each as evidenced by its audited standalone statutory balance sheet prepared pursuant to Swiss law and after allocations to reserves required by Swiss law and its articles of association have been deducted.
Distributable reserves are generally booked either as “free reserves” ​(“freie Reserven”) or as “reserve from capital contributions” ​(“Reserven aus Kapitaleinlagen”). Distributions out of issued share capital, which is the aggregate nominal value of a corporation’s issued shares, may be made only by way of a share capital reduction. See “Description of Share Capital and Articles of Association” in the accompanying prospectus.
 
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SELLING SHAREHOLDER
The selling shareholder will acquire the shares represented by ADSs being registered for resale pursuant to this prospectus upon exercise of the Pre-Funded Warrants, Ordinary Warrants and Amended Warrants it has acquired pursuant to those certain securities purchase agreements dated December 17, 2021, July 22, 2022 and April 3, 2023, collectively the Securities Purchase Agreements. We have agreed to file the registration statement of which this prospectus forms a part to cover the resale of the ADSs issuable upon exercise of the Pre-Funded Warrants, Ordinary Warrants and Amended Warrants that were sold pursuant to the Securities Purchase Agreements. We are registering the shares represented by ADSs in order to permit the selling shareholder to offer the ADSs represented by shares for resale from time to time.
Other than the relationship as selling shareholder under the Securities Purchase Agreements as described herein, to our knowledge the selling shareholder is not otherwise affiliated with us. Within the past three years, other than the relationship described herein, the selling shareholder has not held a position as an officer or a director of ours, nor has the selling shareholder had any material relationship of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling shareholder, unless otherwise noted. The selling shareholder may offer all or part of the ADSs it owns for resale from time to time pursuant to this prospectus. The selling shareholder does not have any family relationships with our officers, other directors or controlling shareholders.
The term “selling shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling shareholder named in the table below. Unless otherwise indicated, to our knowledge, the person named in the table below has sole voting and investment power (subject to applicable community property laws) with respect to the ADSs set forth opposite their name.
The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares held by the selling shareholder. Under the terms of the Ordinary Warrants, the Pre-Funded Warrants and the Amended Warrants, the selling shareholder may not exercise such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares which would exceed 4.99% in the case of the Ordinary Warrants and Amended Warrants, or 9.99% in the case of the Pre-Funded Warrants, of our then-outstanding shares following such exercise, excluding for purposes of such determination shares to be issued upon exercise of such warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholder may sell all, some or none of its shares in this offering.
The second column lists the number of shares beneficially owned and the percentage ownership represented by the shares beneficially owned by the selling shareholder, based on its ownership of shares, as of July 31, 2023.
The third column lists the total number of shares being offered by this prospectus by the selling shareholder.
The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus and lists the percentage ownership represented by the shares beneficially owned by the selling shareholder assuming the sale of all the shares offered by the selling shareholder pursuant to this prospectus, without regards to any limitations on exercise. The selling shareholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
Shares Beneficially Owner
Prior to Offering(1)
Maximum
Number of
shares to be
Sold Pursuant
to this
prospectus
Shares Owned
Immediately After Sale of
Maximum Number of
Shares in this Offering(2)
Name of selling shareholder
Number
Percentage
Number
Percentage
Armistice Capital Master Fund Ltd(3)
75,993,720 45.10% 72,939,720
 
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(1)
The shares beneficially owned prior to the Offering are comprised of 3,054,000 shares, 17,130,000 shares issuable upon the exercise of the Pre-Funded Warrants as the selling shareholder exercised Pre-Funded Warrants for a total number of 1,074,825 ADSs (representing 6,448,950 shares) from April 5, 2023 to July 31, 2023 out of the initial number of 3,929,825 ADSs (representing 23,578,950 shares), 31,578,948 shares issuable upon exercise of the Ordinary Warrants and 24,230,772 shares issuable upon the exercise of the Amended Warrants. This figure assumes the exercise of all Amended Warrants, Pre-Funded Warrants and Ordinary Warrants by the selling shareholder. Such exercise is limited by certain beneficial ownership limitations described in footnote 3 below.
(2)
We do not know when or in what amounts the selling shareholder may offer shares for sale. The selling shareholder might not sell any or might sell all of the shares offered by this prospectus. Because the selling shareholder may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling shareholder after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling shareholder, including shares issuable upon exercise of the Pre-Funded Warrants, Ordinary Warrants and Amended Warrants.
(3)
The shares are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC, or Armistice Capital, as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. Of the total number of shares identified in the column entitled ‘Maximum Number of Shares to be Sold Pursuant to this Prospectus’ above, 17,130,000 of them are issuable only upon the exercise of Pre- Funded Warrants, which are subject to a beneficial ownership limitation preventing the Master Fund from exercising any portion of the Pre-Funded Warrants if such exercise would result in the Master Fund owning greater than 9.99% of our outstanding shares following such exercise, 31,578,948 of them are issuable only upon the exercise of Ordinary Warrants, which are subject to a beneficial ownership limitation preventing the Master Fund from exercising any portion of the Ordinary Warrants if such exercise would result in the Master Fund owning greater than 4.99% of our outstanding shares following such exercise, and 24,230,772 of them are issuable only upon the exercise of Amended Warrants, which are subject to a beneficial ownership limitation preventing the Master Fund from exercising any portion of the Amended Warrants if such exercise would result in the Master Fund owning greater than 4.99% of our outstanding shares following such exercise. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York, NY 10022.
 
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DESCRIPTION OF SHARE CAPITAL
The following section describes our issued share capital as of July 31, 2023, summarizes the material provisions of our Articles of Association and highlights certain differences in corporate law in Switzerland and the United States.
Capital structure
There were 2,483 shareholders registered in the share register on July 31, 2023. The distribution of shareholdings is divided as follows:
Number of shares
Number of
registered
shareholders
on July 31,
2023
1 to 100
209
101 to 1,000
799
1,001 to 10,000
1,024
10,001 to 100,000
399
100,001 to 1,000,000
45
1,000,001 to 10,000,000
6
Above 10,000,000
1
Total 2,483
The shareholder base on July 31, 2023, was constituted as follows:
Shareholder structure according to category of investors (weighted by number of shares)
Private persons
29.33%
Institutional shareholders
5.38%
Treasury shares held by the Group
31.65%
Holders of ADSs listed on Nasdaq not registered in the share register
19.98%
Non identified
13.66%
Total 100.00%
Shareholder structure by country (weighted by number of shares)
United States
3.99%
Switzerland
26.57%
Treasury shares held by the Group
31.65%
Holders of ADSs listed on Nasdaq not registered in the share register
19.98%
Others
4.15%
Non identified
13.66%
Total 100.00%
Capital
As of July 31, 2023, the share capital amounted to CHF 1,393,972.61 divided into 139,397,261 issued shares with a nominal value of CHF 0.01 per share, of which 6,448,950 shares were issued from April 5, 2023 to July 31, 2023 following the exercise of Pre-Funded warrants and will be registered in the trade register in early 2024 at the latest in accordance with Swiss corporate law. As of July 31, 2023, we indirectly held 44,121,243 of our own shares. These shares are recorded as treasury shares, hence our outstanding capital amounted to 95,276,018 as of July 31, 2023.
 
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Capital Band
Under the new Swiss corporate law, which became effective on January 1, 2023, the instrument of the authorized share capital has been replaced with that of the capital band.
According to the article 3b of the Articles as in force on July 31, 2023, the Company has a capital band ranging from CHF 1,329,483.11 (lower limit) to CHF 1,730,224.66 (upper limit), authorizing the Board of Directors to increase the share capital within the capital band, once or several times and in any amounts, until May 30, 2028 or until an earlier expiry of the capital range. The capital increase may be effected by issuing up to 40,074,155 fully paid-in registered shares with a par value of CHF 0.01 each or by increasing the par value of the existing shares within the limit of the capital range. The capital band does not authorize the Board of Directors to reduce the share capital. If the share capital increases as a result of an increase from conditional capital pursuant to Article 3c A) and B) of the Articles of Association, the upper limit of the capital band shall increase in an amount corresponding to such increase in the share capital.
In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Article 5 of the Articles of Association.
In the event of a capital increase within the capital band, the Board of Directors shall, to the extent necessary, determine the issue price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exercise of subscription rights and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer of these shares to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, to restrict or to exclude the trade with subscription rights. It may permit the expiration of subscription rights that have not been duly exercised, or it may place such rights or shares as to which subscription rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company.
In the event of a share issue the Board of Directors is authorized to withdraw or restrict subscription rights of existing shareholders and allocate such rights to third parties, the Company or any of its group companies:

if the issue price of the new shares is determined by reference to the market price; or

for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of existing shareholders; or

for the acquisition of companies, part(s) of companies or participations, for the acquisition of products, intellectual property or licenses by or for investment projects of the Company or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of shares; or

for the participation of directors and employees at all level of the Company and its group companies; or

for the issuance of shares for conversions under convertible debt instruments, bonds, loans and similar forms of financing of the Company or of a subsidiary company, which are being issued for the purposes of investments or acquisitions; or

for the financing of research and clinical development programs and other strategic projects of the Company; or

for purposes of broadening the shareholder constituency of the Company in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new shares on domestic or foreign stock exchanges; or
 
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for purposes of granting an over-allotment option (Greenshoe) of up to 20% of the total number of shares in a placement or sale of shares to the respective initial purchaser(s) or underwriter(s).
After a change of the par value, new shares shall be issued within the capital band with the same par value as the existing shares.
Conditional share capital
As of July 31, 2023, we have a total conditional share capital (capital conditionnel/bedingtes Kapital) of CHF 512,252.05. From April 5, 2023 to July 31, 2023, 6,448,950 shares have been issued through our conditional capital due to the exercise of Pre-Funded Warrants. The new issued shares will be registered in the trade register in early 2024 at the latest in accordance with Swiss corporate law and the articles of associations will be updated as below:
According to article 3c(A) of the Articles, our share capital may be increased by a maximum aggregate amount of CHF 150,000.00 through the issuance of a maximum of 15,000,000 registered shares, which shall be fully paid-in, with a par value of CHF 0.01 per share by the exercise of option rights or subscription rights attached to bons de jouissance which the employees, directors, contractors and/or consultants of the Company or a group company are granted according to respective regulations of the Board of Directors. The pre-emptive rights of the shareholders are excluded. The acquisition of registered shares through the exercise of option rights or subscription rights granted to the holders of bons de jouissance and the subsequent transfer of the registered shares shall be subject to the transfer restrictions provided in Article 5 of the Articles of Association.
According to article 3c(B) of the Articles, our share capital may be increased by a maximum aggregate amount of CHF 362,252.05 through the issuance of a maximum 36,225,205 registered shares, which shall be fully paid-in, with a par value of CHF 0.01 per share by the exercise of option and/or conversion rights which are granted to shareholders of the company and/or in connection with the issue of convertible debt instruments, bonds, loans, options, warrants or similar obligations or other financial instruments by the Company or another group company. In the case of such grants of option and/or conversion rights, the advanced subscription right of shareholders is excluded. The holders of option and/or conversion rights are entitled to receive the new shares. The Board of Directors shall determine the terms of the option and/or conversion rights. The acquisition of registered shares through the exercise of option or conversion rights and the subsequent transfer of the registered shares shall be subject to the transfer restrictions provided in Article 5 of the Articles of Association.
The Board is authorized to restrict or exclude the advanced subscription rights of shareholders:

if the debt or other financial instruments and/or conversion rights or warrants are issued for the purpose of financing or refinancing of the acquisition of enterprises, parts of an enterprise, or participations or new investments;

if such debt or other financial instruments and/or conversion rights or warrants are issued on the national or international capital markets and for the purpose of a firm underwriting by a banking institution or a consortium of banks with subsequent offering to the public; or

if such debt or other financial instruments and/or conversion rights or warrants are issued for raising capital in a fast and flexible manner, which would not be achieved without the exclusion of the advanced subscription rights of the existing shareholders.
If the Board excludes the advance subscription rights, the followings shall apply: the issuance of convertible bonds or warrants or other financial market instruments shall be made at the prevailing market conditions (including dilution protection provisions in accordance with market practice) and the new shares shall be issued pursuant to the relevant conversion or exercise rights in connection with bond or warrant issue conditions. Conversion rights may be exercised during a maximum 10 -year period, and warrants may be exercised during a maximum 7-year period, in each case from the date of the respective issuance.
 
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Changes in capital
Nominal share capital
December 31, 2020
CHF
32,848,635
December 31, 2021
CHF
49,272,952
December 31, 2022
CHF
1,153,483
July 31, 2023
CHF
1,393,973(1)
Conditional share capital
December 31, 2020
CHF
16,424,317
December 31, 2021
CHF
24,636,476
December 31, 2022
CHF
151,976
July 31, 2023
CHF
512,252
Authorized share capital(2)
December 31, 2020
CHF
16,424,317
December 31, 2021
CHF
24,636,476
December 31, 2022
CHF
Capital band
July 31, 2023
CHF
400,742
(1)
In accordance with Swiss corporate law, the issuance of 6,448,950 new shares through the exercise of Pre-Funded Warrants from April 5, 2023 to July 31, 2023 will be registered in early 2024 at the latest. As of July 31, 2023, the amount of the share capital as registered in the trade register is CHF 1,329,483.11 divided into 132,948,311 shares.
(2)
Under the new Swiss corporate law, which became effective on January 1, 2023, the instrument of the authorized share capital has been replaced with that of the capital band
Changes in capital in 2020
In 2020 there was no change in the share capital of the Company.
On June 9, 2020 the shareholders resolved to extend the term of the authorized capital to June 9, 2022.
Changes in capital in 2021
On June 16, 2021, the shareholders increased the authorized capital from CHF 9,524,317 to CHF 24,636,476 expiring on June 16, 2023 and the conditional capital from CHF 16,424,317 to CHF 24,636,476.
On April 23, 2021, we increased our capital from CHF 39,748,635 to CHF 49,272,952 through the issuance of 9,524,317 new registered shares at nominal value of CHF 1 each out of the authorized capital.
On January 8, 2021 we increased our capital from CHF 32,848,635 to CHF 39,748,635 through the issuance of 6,900,000 new registered shares at nominal value of CHF 1 each, in connection with a global offering of shares.
Changes in capital in 2022
On December 15, 2022, we increased our share capital from CHF 979,094 to CHF 1,153,483 through the issuance of 17,438,883 new registered shares at nominal value of CHF 0.01 each out of the conditional capital, following the exercise of 17,438,883 equity incentive units at a strike price of CHF 0.13 by Board Members, Executive Managers and other employees on October 26, 2022. Of the newly issued shares, 10,193,572 are subjected to sales restrictions.
 
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On October 31, 2022, we increased our share capital from CHF 652,729.52 to CHF 979,094.28 through the issuance of 32,636,476 new registered shares from our authorized capital to our fully owned subsidiary, Addex Pharma SA, at CHF 0.01 per share.
On May 9, 2022, the shareholders (i) increased the authorized capital from CHF 8,636,476 to CHF 32,636,476 and extended its term to May 9, 2024 and (ii) increased the conditional capital from CHF 24,636,476 to CHF 32,636,476. On the same date, the shareholders approved the reduction of the nominal value from CHF 1.00 to CHF 0.01 of all 65,272,952 issued shares, and of all shares issuable from the authorized capital and conditional capital. The approved reduction was registered by the Geneva’s commercial registry on July 19, 2022 and published on July 22, 2022, after the expiration of a period of two months from the publication in the Swiss Gazette of Commerce of three calls to creditors. Our share capital was thus reduced by a total amount of CHF 64,602,222.48 from CHF 65,272,952 to CHF 652,729.52, and the authorized capital and conditional capital were each reduced by a total amount of CHF 32,310,111.24 from CHF 32,636,476 to CHF 326,634.76. Our total number of issued shares (i.e. 65,272,952) as well as our total number of issuable shares out of the authorized capital and conditional capital were not affected by the reduction. The amount corresponding to the nominal reduction of our issued capital was allocated to capital contribution reserves and there was no distribution to shareholders.
On February 2, 2022, we increased our capital from CHF 49,272,952 to CHF 65,272,952 through the issuance of 16,000,000 new registered shares at nominal value of CHF 1 each out of the authorized capital.
For further information on changes in capital for the years ending December 31, 2022 and 2021, including changes in reserves, refer to the consolidated statements of changes in equity as well as note 12 of the audited consolidated financial statements incorporated by reference into this registration statement.
Changes in capital in 2023
From April 5, 2023 to July 31, 2023, we increased our share capital by CHF 64,489.50 through the issuance of 6,448,950 new shares out of our conditional capital, as a result of the exercise of Pre-Funded warrants. The new issued shares will be registered into trade register in early 2024 at the latest as allowed by the Swiss corporate law.
On June 14, 2023, we increased our share capital by CHF 176,000 through the issuance of 17,600,000 new registered shares from our capital band to our fully owned subsidiary, Addex Pharma SA, at CHF 0.01 per share.
On May 31, 2023, the shareholders (i) replaced the authorized capital with a capital band, as introduced under the new Swiss corporate law, under a new article 3b in our Articles of Association, thereby allowing the Board of Directors to increase the share capital up to CHF 1,730,224.66 at any time until May 30, 2028 by issuing 57,674,155 shares at a nominal value of CHF 0.01 each, and (ii) increased the conditional capital from CHF 151,975.93 to CHF 576,741.55.
Shares and participation certificates
Addex has one class of shares, i.e. registered shares with a nominal value of CHF 0.01 per share. Each share is fully paid up and carries one vote and equal dividend rights, with no privileges. We have no participation certificates (bons de participation / Partizipationsscheine).
Equity Sharing certification
Equity sharing certificates are available for granting to our employees and/or directors and/or consultants under our equity incentive plan. Equity sharing certificates do not form part of the share capital, have no nominal value, and do not grant any right to vote nor to attend meetings of shareholders. There are 1,700 equity sharing certificates (bons de jouissance / Genussscheine). Each equity sharing certificate grants the right to subscribe for 1,000 of our shares and a right to liquidation proceeds calculated in accordance with article 34 of the Articles.
Our shares and equity sharing certificates are not certificated. Shareholders and equity sharing certificate holders are not entitled to request printing and delivery of certificates, however, any shareholder or equity sharing certificate holder may at any time request that we issue a confirmation of its holdings.
 
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Limitations on transferability of shares and nominee registration
A transfer of uncertified shares is affected by a corresponding entry in the books of a bank or depository institution following an assignment in writing by the selling shareholder and notification of such assignment to Addex by the bank or the depository institution. If following a transfer of shares a shareholder wishes to vote at or participate in a shareholders’ meeting, such shareholder must file a share registration form in order to be registered in Addex’ share register with voting rights. Failing such registration, a shareholder may not vote at or participate in a shareholders’ meeting. The shares in the form of American Depositary Shares or ADSs are held by Citibank acting as depositary and voted at the shareholders’ meeting according to the instructions received from the ADS holders.
A purchaser of shares will be recorded in Addex’ share register as a shareholder with voting rights if the purchaser discloses its name, citizenship or registered office and address and gives a declaration that it has acquired the shares in its own name and for its own account.
Article 5 of the Articles provides that a person or entity that does not explicitly state in its registration request that it will hold the shares for its own account (Nominee) may be entered as a shareholder in the share register with voting rights for shares up to a maximum of 5% of the share capital as set forth in the commercial register. Shares held by a Nominee that exceed this limit are only registered in the share register with voting rights if such Nominee discloses the name, address and shareholding of any person or legal entity for whose account it is holding 1% or more of the share capital as set forth in the commercial register.
The limit of 1% shall apply correspondingly to Nominees who are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated. A share being indivisible, hence only one representative of each share will be recognized. Furthermore, shares may only be pledged in favor of the bank that administers the bank entries of such shares for the account of the pledging shareholders. If the registration of shareholdings with voting rights was effected based on false information, the Board may cancel such registration with retroactive effect. There are no further rules in the Articles for granting exceptions and no exceptions were granted in 2022. The Articles do not contain any provisions on the procedure and conditions for cancelling privileges and limitations on transferability.
Convertible bonds and options
As of July 31, 2023, we had no convertible or exchangeable bonds or loans outstanding. As of July 31, 2023, we had a total of 92,904,199 equity instruments outstanding, including 61,676,618 warrants (the “Warrants”), 17,130,000 pre-funded warrants (the “Pre-Funded Warrants”) and 14,097,581 shares reserved for the ESOP (the “ESOP Shares”). The ESOP Shares are granted to non-executive directors, members of the executive management, employees or consultants of the Group. They vest over a four-year period and have a 1:1 subscription ratio, a ten-year expiration term and an exercise price between CHF 0.106 to CHF 3.00. For information on equity incentive plans for non-executive directors, members of the executive management, employees and consultants, refer to note 13 of the audited consolidated financial statements incorporated by reference into this registration statement.
5,866,898 of the Warrants have been granted to investors in connection with the capital increase of March 28, 2018 (the “2018 Warrants”). Each of the 2018 Warrants entitles the investors to subscribe (which may be exercised without any specific conditions) to one registered share at a price of CHF 3.43 during a seven-year period.
55,809,720 of the Warrants and all the 17,130,000 of the Pre-Funded Warrants were granted to one institutional investor (the “Institutional Investor”) through three offerings, respectively on December 21, 2021, July 26, 2022 and April 5, 2023.
On December 21, 2021, 9,230,772 of the Warrants were granted to the Institutional Investor in the form of 1,538,462 ADSs with a strike price of USD 6.50 per ADS (CHF 1.00 per share) (the “Original 2021 Warrants”). Each ADS represents 6 shares listed on SIX Swiss Exchange. The Original 2021 Warrants originally expired six years after their issuance, on December 21, 2027. Their subscription ratio is 1:1.
On July 26, 2022, 15,000,000 of the Warrants were granted to the Institutional Investor in the form of 2,500,000 ADSs with a strike price of USD 1.90 per ADS (CHF 0.30 per share) (the “Original 2022
 
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Warrants”). Each ADS represents 6 shares listed on SIX Swiss Exchange. The Original 2022 Warrants originally expired five years after their issuance, on July 26, 2027. Their subscription ratio is 1:1.
On April, 5 2023, Addex completed an additional offering with the Institutional Investor. As part of this offering, Addex and the Institutional Investor agreed to amend the terms of the Original 2021 Warrants and the Original 2022 Warrants, such that their exercise price has been reduced to USD 1.00 per ADS (CHF 0.15 per share) and their exercise period has been extended to April 5, 2028 (the “Amended Warrants”). The Amended Warrants will not be exercisable until July 5, 2023. In addition, 31,578,948 of the Warrants were granted to the Institutional Investor in the form of 5,263,158 ADSs with a strike price of USD 1.00 per ADS (CHF 0.15 per share) (the “2023 Ordinary Warrants”). Each ADS represents 6 shares listed on SIX Swiss Exchange. The 2023 Ordinary Warrants expire six years after their issuance, on April 5, 2028. Their subscription ratio is 1:1. In addition, all the 23,578,950 Pre-Funded Warrants were granted to the Institutional Investors in a form of 3,929,825 ADSs at a pre-funded price of USD 0.95 per ADS. As of July 31, 2023, we have a total of 17,130,000 Pre-Funded Warrants outstanding, as the Institutional Investor exercised from April 5, 2023 to July 31, 2023, 6,448,950 Pre-Funded Warrants. The Pre-Funded Warrants have a strike price of USD 0.01 per ADS and expire when exercised in full. Each ADS represents 6 shares listed on SIX Swiss Exchange. Their subscription ratio is 1:1.
Stock Exchange Listing
Our ADSs have been listed on Nasdaq, under the symbol “ADXN” since January 29, 2020 and our shares have been listed on SIX under the ticker symbol “ADXN” since May 21, 2007.
Registrar of Shares, Depositary for ADSs
Our share register is maintained by ShareCommService AG. The share register reflects only record owners of our shares. Holders of ADSs representing our shares will not be treated as our shareholders and their names will therefore not be entered in our share register. Citibank, N.A. acts as the depositary for the ADSs representing our shares and the custodian for shares represented by ADSs is Citibank Zurich.
Holders of ADSs representing our shares have a right to receive the shares underlying such ADSs. For discussion on ADSs representing our shares and rights of ADS holders, see the section entitled “Description of American Depositary Shares” in this prospectus.
Notification and Disclosure of Substantial Share Interests
Under the applicable provisions of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 2015, or the Financial Market Infrastructure Act (“FMIA”), persons who directly, indirectly or in concert with other parties acquire or dispose of our shares, purchase rights or obligations relating to our shares (the “Purchase Positions”) or sale rights or obligations relating to our shares (the “Sale Positions”), and thereby, directly, indirectly or in concert with other parties reach, exceed or fall below a threshold of 3%, 5%, 10%, 15%, 20%, 25%, 33∕%, 50% or 66∕% of our voting rights (whether exercisable or not) must notify us and the Disclosure Office of the SIX of such acquisition or disposal in writing within four trading days. Within two trading days of the receipt of such notification, we must publish such information via the SIX’s electronic publishing platform. For purposes of calculating whether a threshold has been reached or crossed, shares and Purchase Positions, on the one hand, and Sale Positions, on the other hand, may not be netted. Rather, the shares and Purchase Positions and the Sale Positions must be accounted for separately and may each trigger disclosure obligations if the respective positions reach, exceed or fall below one of the thresholds. In addition, actual share ownership must be reported separately if it reaches, exceeds or falls below one of the thresholds.
Pursuant to Article 663c of the CO, Swiss corporations whose shares are listed on a stock exchange must disclose their significant shareholders and their shareholdings in the notes to their balance sheet, where this information is known or ought to be known. Significant shareholders are defined as shareholders and groups of shareholders linked through voting rights who hold more than 5% of all voting rights.
Obligation to Make an Offer
Pursuant to the FMIA, any person that acquires our shares, whether directly or indirectly or acting in concert with third parties, and, as a result, exceeds the threshold of 331∕3% of our voting rights (whether
 
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exercisable or not), must submit a public tender offer to acquire 100% of our shares. A company’s articles of association may waive this requirement or raise the relevant threshold to up to 49% (“opting out” and “opting up”, respectively).
Between March 16, 2018 and May 31, 2023, our Articles of Association included an opting-out provision (the “Opting-Out Provision”) exempting Growth Equity Opportunities Fund IV, LLC, c/o New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093, and New Leaf Biopharma Opportunities I, L.P., 7 Times Square, Suite 3502, New York, NY 10036, United States, in each case including their direct or indirect partners or shareholders as well as any other entity or person (whether incorporated or not) that alone or together with others controls or otherwise holds any interest in them, from the duty to make a mandatory tender offer pursuant to Art. 135 of the FMIA. The Opting-Out Provision was limited in time and became ineffective on March 21, 2023. Therefore, the shareholders resolved on May 31, 2023 to remove the Opting-Out Provision from our Articles of Association.
The Swiss Takeover Board or the Swiss Financial Market Supervisory Authority FINMA may grant exemptions from the mandatory offer rule in certain circumstances. Also, there is no obligation to make a public tender offer under the FMIA and its implementing ordinances if the voting rights in question are acquired as a result of a gift, succession or partition of an estate, a transfer based upon matrimonial property law or execution proceedings. However, such acquisitions have to be notified to the Swiss Takeover Board.
 
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES
American Depositary Shares
Citibank, N.A., or Citibank, acts as the depositary for the ADSs representing our shares. Citibank’s depositary offices are located at 388 Greenwich Street, New York, New York 10013. ADSs represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as American Depositary Receipts, or ADRs. The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank N.A. London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.
We have appointed Citibank as depositary pursuant to a deposit agreement. The form of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC’s website (www.sec.gov). Please refer to Registration Number 333-235561 when retrieving such copy.
We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.
Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, six shares that are on deposit with the depositary and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-share ratio by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the recordholders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.
If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement, the ADRs and ADSs are governed by New York law. However, our obligations to the holders of shares will continue to be governed by the laws of Switzerland, which may be different from the laws in the United States.
In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the shares
 
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underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholder rights for the shares represented by your ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.
The manner in which you own the ADSs (e.g., in a brokerage account versus as a registered holder, or as a holder of certificated versus uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositary’s services are made available to you.
As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the direct registration system or DRS). The direct registration system reflects the uncertificated (book- entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.
The registration of the shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable shares with the beneficial ownership rights and interests in such shares being at all times vested with the beneficial owners of the ADSs representing the shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.
Dividends and Other Distributions
As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of Switzerland. The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.
The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
 
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Distributions of Shares
Whenever we make a free distribution of shares for the securities on deposit with the custodian, we will deposit the applicable number of shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the shares deposited or modify the ADS-to-shares ratio, in which case each ADS you hold will represent rights and interests in the additional shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-shares ratio upon a distribution of shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new shares so distributed.
No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to subscribe for additional shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.
The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new shares other than in the form of ADSs.
The depositary will not distribute the rights to you if:

we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

we fail to deliver satisfactory documents to the depositary; or

it is not reasonably practicable to distribute the rights.
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in Switzerland would receive upon failing to make an election, as more fully described in the deposit agreement.
 
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Other Distributions
Whenever we intend to distribute property other than cash, shares or rights to subscribe for additional shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to you and if we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will not distribute the property to you and will sell the property if:

we do not request that the property be distributed to you or if we request that the property not be distributed to you; or

we do not deliver satisfactory documents to the depositary; or

the depositary determines that all or a portion of the distribution to you is not reasonably practicable.
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.
The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.
Changes Affecting Shares
The shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.
If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property received or exchanged in respect of the shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.
Issuance of ADSs upon Deposit of Shares
The depositary will deliver ADSs if you or your broker deposits shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the shares to the custodian and provide such documentation as may be required pursuant to the deposit agreement. Your ability to deposit shares and receive ADSs may be limited by U.S. and Swiss legal considerations applicable at the time of deposit.
 
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The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.
When you make a deposit of shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

the shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained;

all preemptive (and similar) rights, if any, with respect to such shares have been validly waived or exercised;

you are duly authorized to deposit the shares;

the shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” ​(as defined in the deposit agreement); and

the shares presented for deposit have not been stripped of any rights or entitlements.
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;

provide such proof of identity and genuineness of signatures, and of such other matters contemplated in the deposit agreement, as the depositary deems appropriate;

comply with applicable laws and regulations, including regulations imposed by us and the depositary consistent with the deposit agreement, the ADSs, the ADR and applicable law;

provide any transfer stamps required by the State of New York or the United States; and

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.
To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.
Withdrawal of Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying shares at the custodian’s offices. Your ability to withdraw the shares held in respect of the ADSs may be limited by U.S. and Swiss considerations applicable at the time of withdrawal. In order to withdraw the shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the shares. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
 
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You will have the right to withdraw the securities represented by your ADSs at any time except as a result of:

temporary delays that may arise because (i) the transfer books for the shares or ADSs are closed, or (ii) shares are immobilized on account of a shareholders’ meeting or a payment of dividends;

obligations to pay fees, taxes and similar charges; or

restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the shares represented by your ADSs. The voting rights of holders of shares are described in “Description of Share Capital and Articles of Association” in this prospectus.
At our request, the depositary will distribute to you any notice of shareholders’ meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary may distribute to holders of ADSs instructions on how to retrieve such materials upon request.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor, as far as practicable, subject to the laws of Switzerland and of our Articles of Association or similar documents, to vote, or have its agents vote, the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.
Securities for which no voting instructions have been received will not be voted (except as otherwise contemplated in the deposit agreement). If the depositary timely receives voting instructions which fail to specify the manner in which the depositary is to vote the securities represented by such holder’s ADSs, the depositary will deem such holder (unless otherwise specified in the notice distributed to holders or otherwise contemplated in the deposit agreement) to have instructed the depositary to take all steps necessary to enable the independent proxy holder, as elected by the shareholders of the Company, to vote in accordance with the written proposals or recommendations of the board of directors. Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner.
Fees and Charges
As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:
Service
Fee

Issuance of ADSs (e.g., an issuance of ADS upon a deposit of shares, upon a change in the ADS(s)-to- shares ratio, or for any other reason), excluding ADS issuances as a result of distributions of shares
Up to U.S. 5¢ per ADS issued

Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-shares ratio, or for any other reason)
Up to U.S. 5¢ per ADS cancelled

Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
Up to U.S. 5¢ per ADS held

Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (i) exercise of rights to purchase additional ADSs
Up to U.S. 5¢ per ADS held
 
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Service
Fee

Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)
Up to U.S. 5¢ per ADS held

ADS Services
Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary

Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)
Up to U.S. 5¢ per ADS (or fraction thereof) transferred

Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa).
Up to U.S. 5¢ per ADS (or fraction thereof) converted
As an ADS holder you will also be responsible to pay certain charges such as:

taxes (including applicable interest and penalties) and other governmental charges;

the registration fees as may from time to time be in effect for the registration of shares on the share register and applicable to transfers of shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

certain cable, telex and facsimile transmission and delivery expenses;

the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division, branch or affiliate of the depositary) in the conversion of foreign currency;

the reasonable and customary out-of-pocket fees and expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to shares, ADSs and ADRs; and

the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection with the ADR program.
ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.
 
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In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.
Amendments and Termination
We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the shares represented by your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.
Termination
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to ADS holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).
In connection with any termination of the deposit agreement, the depositary may make available to owners of ADSs a means to withdraw the shares represented by their ADSs and to direct the depositary of such shares into an unsponsored American depositary share program established by the depositary. The ability to receive unsponsored American depositary shares upon termination of the deposit agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the payment of applicable depositary fees.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
 
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Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary’s obligations to you. Please note the following:

We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.

The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in shares, for the validity or worth of the shares, for any tax consequences that result from the ownership of ADSs or other deposited property, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice or for any act or omission of or information provided by DTC or any DTC participant.

The depositary shall not be liable for acts or omissions of any successor depositary in connection with any matter arising wholly after the resignation or removal of the depositary.

We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future law or regulation, including regulations of any stock exchange or by reason of present or future provisions of our Articles of Association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our or the depositary’s control.

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our Articles of Association or in any provisions of or governing the securities on deposit.

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

We and the depositary also disclaim liability for the inability by any holder or beneficiary owner to benefit from any distribution, offering, right or other benefit that is made available to holders of shares but is not, under the terms of the deposit agreement, made available to you.

We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

We and the depositary disclaim liability arising out of losses, liabilities, taxes, charges or expenses resulting from the manner in which a holder or beneficial owner of ADSs holds ADSs, including resulting from holding ADSs through a brokerage account.

No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.

Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, the depositary and you as ADS holder.
 
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Nothing in the deposit agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions.
Taxes
You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.
Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take any of the following actions in its discretion:

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

Hold the foreign currency (without liability for interest) for the applicable holders.
Governing Law / Waiver of Jury Trial
The deposit agreement and the ADRs and ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of shares (including shares represented by ADSs) are governed by the laws of Switzerland. As an owner of ADSs, you irrevocably agree that any legal action arising out of the Deposit Agreement, the ADSs or the ADRs, involving the Company or the Depositary, may only be instituted in a state or federal court in the city of New York.
AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY.
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
 
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PLAN OF DISTRIBUTION
The selling shareholder of the securities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all securities covered hereby on the principal trading market on which the ADSs are currently listed or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits selling shareholders;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales, loans or pledges entered into after the effective date of the registration statement of which this prospectus is a part;

in transactions through broker-dealers that agree with the selling shareholder to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.
The selling shareholder may also sell securities in offshore transactions or in open market transactions under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus, provided that it meets the criteria and conforms to the requirements of those provisions.
Broker-dealers engaged by the selling shareholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the selling shareholder of securities, from the selling shareholder) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with Rule 2121 of the Financial Industry Regulatory Authority and Supplementary Material .01 and Supplementary Material .02 thereto.
In connection with the sale of the securities or interests therein, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling shareholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling shareholder may not use securities registered hereby to cover short sales of our shares or ADSs made prior to the date the registration statement of which this prospectus forms a part was originally declared effective by the SEC.
The selling shareholder may, from time to time, pledge or grant a security interest in some or all of the securities registered hereby owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the securities registered hereby from time to time pursuant to this prospectus or any amendment to this prospectus, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as a selling shareholder under this prospectus. The selling shareholder also may transfer and donate the securities registered hereby in other circumstances
 
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in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling shareholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. If the selling shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, it will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the selling shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep the registration statement of which this prospectus forms a part effective at all times until the selling shareholder no longer owns any Warrants. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the ADSs or shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the ADS by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each selling shareholder at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
Upon our being notified in writing by the selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of securities registered hereby through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of the selling shareholder and of the participating broker-dealer(s), (ii) the number of securities involved, (iii) the price at which such securities were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.
 
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EXPENSES
The following are the estimated expenses of this offering payable by us with respect to the ADSs and the ADSs issuable upon exercise of the Ordinary Warrants, Pre-Funded Warrants or Amended Warrants. With the exception of the SEC registration fee, all amounts are estimates and may change:
SEC registration fee
$ 729
Printing
$ 16,000
Legal fees and expenses
$ 85,000
Accounting fees and expenses
$ 15,000
ADSs issuance costs paid by Addex Therapeutics
$ 132,314
Miscellaneous fees
$ 10,000
Total
$ 259,043
LEGAL MATTERS
Unless otherwise indicated in any prospectus, Cooley LLP, New York, New York, will be representing us in connection with any offering and will pass upon certain matters of U.S. federal and New York law. Unless otherwise indicated in any prospectus supplement, Homburger AG will pass upon the validity of the securities to be offered and other legal matters relating to Swiss law. Additional legal matters may be passed upon for any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO AG, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
We are organized under the laws of Switzerland and our registered office and domicile is located in Plan- les-Ouates, Geneva, Switzerland. Moreover, a number of our directors and executive officers and a number of directors of each of our subsidiaries are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Swiss counsel that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent solely predicated upon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles set forth in the Swiss Federal Act on International Private Law of 1987, as amended, or PILA. This statute provides that the application of provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result was incompatible with Swiss public policy. Also, mandatory provisions of Swiss law may be applicable regardless of any other law that would otherwise apply.
Switzerland and the United States do not have a treaty providing for reciprocal recognition of and enforcement of judgments in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the PILA. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:

the non-Swiss court had jurisdiction pursuant to the PILA;
 
48

 

the judgment of such non-Swiss court has become final and non-appealable;

the judgment does not contravene Swiss public policy;

the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and

no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or was earlier adjudicated in a third state and this decision is recognizable in Switzerland.
 
49

 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and periodic reports on Form 6-K. Those reports may be obtained at the website described below. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of such act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered thereunder.
The SEC maintains a website that contains reports and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.
This prospectus is part of a registration statement on Form F-1 that we filed with the SEC and does not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement of which this prospectus forms a part. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
We also maintain a website at www.addextherapeutics.com/en/ through which you can access our SEC filings. Information contained in, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
 
50

 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus the information we have filed with the SEC. This means that we can disclose important information by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus.
We incorporate by reference into this prospectus the following documents that we have filed with the SEC:

















We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents, either in writing to Addex Therapeutics Ltd, Attn: Head of Finance, Chemin des Mines 9, CH-1202 Geneva, Switzerland, or by telephone at +41 22 884 1555.
You also may access these filings on our website at through which you can access our SEC filings. Information contained in, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
 
51

Up to 12,156,620
American Depositary Shares
Representing 72,939,720 Shares
[MISSING IMAGE: lg_addextherapeutics-4c.jpg]
PROSPECTUS

 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6.   Indemnification of Directors, Officers and Employees
Under Swiss law, a corporation may indemnify its directors or officers against losses and expenses (except for such losses and expenses arising from willful misconduct or negligence, although legal scholars advocate that at least gross negligence be required), including attorney’s fees, judgments, fines and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of, or serving at the request of, the corporation.
We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify our directors and executive officers to the fullest extent permitted by law. However, under Swiss corporate law, the indemnification of our directors and executive officers is not effective if such director or executive officer intentionally or grossly negligently violated his or her corporate duties towards the corporation, each of its shareholders or creditors.
In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of their duties under the employment agreement with the company.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7.   Recent Sales of Unregistered Securities
Set forth below is information regarding sales of unregistered securities by Addex Therapeutics Ltd since December 31, 2019:
On December 21, 2021, we issued warrants to purchase up to an aggregate of 9,230,772 shares, represented by 1,538,462 ADSs, exercisable 60 days after the date of issuance at an exercise price of $6.50 per ADS, and pre-funded warrants to purchase up to 5,478,570 shares represented by 913,095 ADSs, which were immediately exercisable at an exercise price of $0.01 per ADS.
On July 26, 2022, we issued warrants to purchase up to an aggregate of 15,000,000 shares, represented by 2,500,000 ADSs, exercisable 60 days after the date of issuance at an exercise price of $1.90 per ADS, and pre-funded warrants to purchase up to 10,500,000 shares represented by 1,750,000 ADSs, which were immediately exercisable at an exercise price of $0.01 per ADS.
On April 3, 2023 we issued warrants to purchase up to an aggregate of 31,578,948 shares, represented by 5,263,158 ADSs, exercisable 90 days after the date of issuance at an exercise price of $1.00 per ADS, and pre-funded warrants to purchase up to 23,578,950 shares represented by 3,929,825 ADSs, exercisable 60 days after the date of issuance at an exercise price of $0.01 per ADS.
The offers, sales and issuances of the securities described above were exempt from registration (i) under Section 4(a)(2) of the Securities Act in transactions did not involve any public offering, (ii) under Regulation D promulgated under the Securities Act for sales for offers, sales and issuances made to accredited investors, (iii) under Regulation S promulgated under the Securities Act for offers, sales and issuances not made to persons in the United States and as to which no directed selling efforts were made in the United States, or (iv) under Rule 701 promulgated under the Securities Act in transactions under compensatory benefit plans and contracts relating to compensation.
 
II-1

 
Item 8.   Exhibits and Financial Statement Schedules
Exhibits:
Exhibit
Description
3.1**
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5.1*
10.1
10.2
10.3 Amendment No. 3 to License Agreement between Indivior UK Limited and the Registrant, dated July 29, 2022 (incorporated by reference to Exhibit 10.3 of Registration Statement on Form F-1 No. 266995)
10.4 Registration Rights Agreement among the Registrant and certain investors, dated March 22, 2018 (incorporated by reference to Exhibit 10.3 of Registration Statement on Form F-1 No. 333-235554)
10.5
10.6 Addex Therapeutics Ltd Share Option Plan, as amended on July 22, 2022 (incorporated by reference to Exhibit 4.5 of the Annual Report on Form 20-F for the year ended December 31, 2022)
10.7 Addex Therapeutics Ltd Equity Sharing Certificate Plan, as amended (incorporated by reference to Exhibit 4.6 of the Annual Report on Form 20-F for the year ended December 31, 2022)
10.8 Sale Agency Agreement between Addex Therapeutics Ltd and Kepler Cheuvreux, dated August 24, 2020 (incorporated by reference to Exhibit 4.7 of the Annual Report on Form 20-F for the year ended December 31, 2020)
10.9 Amendment No 1 to Sale Agency Agreement between Addex Therapeutics Ltd and Kepler Cheuvreux, dated June 21, 2022 (incorporated by reference to Exhibit 10.7 of Registration Statement on Form F-1 No. 333-266995)
 
II-2

 
Exhibit
Description
10.10 Controlled Equity OfferingSM Sales Agreement, by and between Addex Therapeutics Ltd and Cantor Fitzgerald & Co., dated June 29, 2021 (incorporated by reference to Exhibit 1.1 of Form 6-K filed on June 30, 2021)
10.11 Amendment No. 1 to License Agreement between Indivior UK Limited and the Registrant, dated October 30, 2020 (incorporated by reference to Exhibit 4.6 of the Annual Report on Form 20-F for the year ended December 31, 2020)
10.12 Amendment No.2 to License Agreement between Indivior UK Limited and the Registrant, dated July 26, 2021 (incorporated by reference to Exhibit 4.9 of the Annual Report on Form 20-F for the year ended December 31, 2021)
10.13 Securities Purchase Agreement, dated December 16, 2021, by and between Addex Therapeutics Ltd and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 4.11 of the Annual Report on Form 20-F for the year ended December 31, 2022)
10.14 Securities Purchase Agreement, dated July 22, 2022, by and between Addex Therapeutics Ltd and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 4.12 of the Annual Report on Form 20-F for the year ended December 31, 2022)
10.15 Securities Purchase Agreement, dated April 3, 2023 between the Registrant and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.1 of Form 6-K filed on April 4, 2023)
10.16 Amendment No.3 to License Agreement between Indivior UK Limited and the Registrant, effective on August 1, 2022 (incorporated by reference to Exhibit 4.9 of the Annual Report on Form 20-F for the year ended December 31, 2021)
10.17 Amendment No.4 to License Agreement between Indivior UK Limited and the Registrant, effective on November 1, 2022 (incorporated by reference to Exhibit 4.14 of the Annual Report on Form 20-F for the year ended December 31, 2022)
10.18 Exclusive Placement Agent agreement with H.C Wainwright, dated September 27, 2021 (incorporated by reference to Exhibit 4.15 of the Annual Report on Form 20-F for the year ended December 31, 2022)
10.19**
10.20**
21.1
23.2*
23.3**
 24.1**
107*
*
Previously filed.
**
Filed herewith.

Portions of this exhibit (indicated by asterisks) have been omitted under rules of the U.S. Securities and Exchange Commission permitting the confidential treatment of select information
Item 9.   Undertakings
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;
 
II-3

 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.
(5)
That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(6)
That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
II-4

 
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-1 and has duly caused this post-effetive amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Geneva, Switzerland, on the 10th day of August, 2023.
ADDEX THERAPEUTICS LTD.
By:
/s/ Tim Dyer
Tim Dyer
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-1 has been signed by the following persons in the following capacities and on the dates indicated.
Signature
Title
Date
/s/ Tim Dyer
Tim Dyer
Chief Executive Officer
(Principal Executive Officer) and Director
August 10, 2023
/s/ Lénaic Teyssédou
Lénaic Teyssédou
Head of Finance
(Principal Financial and Accounting Officer)
August 10, 2023
*
Vincent Lawton
Director
August 10, 2023
*
Ray Hill
Director
August 10, 2023
*
Isaac Manke
Director
August 10, 2023
*
Roger Mills
Director
August 10, 2023
*
Jake Nunn
Director
August 10, 2023
*By:
/s/ Tim Dyer
Tim Dyer
Attorney-in-Fact
Chief Executive Officer and Director
August 10, 2023
 
II-5

 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, Tim Dyer, the duly authorized representative in the United States of Addex Therapeutics Ltd, has signed this registration statement on August 10, 2023.
Addex Pharmaceuticals Inc.
By:
/s/ Tim Dyer
Tim Dyer
Chief Executive Officer
 
II-6

Exhibit 3.1

 

Articles of Association

 

of

 

Addex Therapeutics Ltd

 

 

 

I.Corporate Name, Registered Office, Duration, Purpose

 

Article 1

 

Corporate Name, Registered Office, Duration

 

Under the name Addex Therapeutics Ltd (Addex Therapeutics SA) (the "Company") exists a corporation which is subject to these Articles of Association and the provisions of Chapter 26 of the Swiss Code of Obligations (CO). The registered office of the Company is in Plan-les-Ouates, canton of Geneva. The duration of the Company shall be unlimited.

 

Article 2

 

Purpose

 

The purpose of the Company is to acquire, to hold, to administer continuously, to sell and to finance participations in companies of all kinds in Switzerland and abroad, to the exclusion of real estate participations, except where permitted under Swiss law.

 

The Company may open branch offices and subsidiaries and agencies in Switzerland and abroad. It may grant guarantees or other security in relation to liabilities of affiliated companies. In addition, the Company may engage in any other commercial, financial and other activities which may promote or relate to the purpose of the Company.

 

The Company may acquire, manage, exploit and sell in Switzerland and abroad intellectual property rights and, where permitted under Swiss law, real estate.

 

 

 

 

II.Share Capital, Bons de Jouissance, Shares Certificates, Shares Register, Nominees

 

Article 3

 

Share Capital

 

The share capital of the Company is CHF 1'329'483.11. It is divided into 132’948’311 registered shares with a nominal value of CHF 0.01 each.

 

All shares are fully paid-in.

 

The Meeting of Shareholders may at any time convert registered shares into bearer shares or bearer shares into registered shares and, as the case may be, non-voting shares into shares, by amending these Articles of Association.

 

Article 3a

 

Bons de jouissance

 

The Company has issued 1,700 (one thousand seven hundred) registered bons de jouissance (profit sharing certificates/Genussscheine) to be granted to employees and/or directors of the Company or a group company according to respective regulations of the Board of Directors.

 

The bons de jouissance are uncertificated.

 

The bons de jouissance are transmissible only with the prior consent of the Board of Directors.

 

The bons de jouissance do not form part of the share capital and do not have a nominal value. They do not grant any right to vote nor the right to attend Meetings of Shareholders. Each bon de jouissance grants (i) a right to subscribe for 1,000 shares and (ii) a right to liquidation proceeds of the Company calculated in accordance with Article 34 of the Articles of Association.

 

The Company shall maintain a register of holders of bons de jouissance listing the surname and first name (in the case of legal entities, the company name), address and nationality (in the case of legal entities, the registered office) of the holders of bons de jouissance.

 

The provisions regarding the share register (Article 5 of the Articles of Association) shall apply mutatis mutandis to the register of holders of bons de jouissance.

 

The Board of Directors may at any time hold, acquire or alienate bons de jouissance for the account of the Company. The Company can at any time cancel bons de jouissance.

 

 

 

 

Article 3b

 

Capital Band

 

The Company has a capital range ranging from CHF 1'329'483.11 (lower limit) to CHF 1’730’224.66 (upper limit), authorizing the Board of Directors to increase the share capital within the capital band, once or several times and in any amounts, until May 30, 2028 or until an earlier expiry of the capital range. The capital increase may be effected by issuing up to 40'074'155 fully paid-in registered shares with a par value of CHF 0.01 each or by increasing the par value of the existing shares within the limit of the capital range. The capital band does not authorize the Board of Directors to reduce the share capital.

 

If the share capital increases as a result of an increase from conditional capital pursuant to Article 3c A) and B) of these Articles of Association, the upper limit of the capital range shall increase in an amount corresponding to such increase in the share capital.

 

In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Article 5 of the Articles of Association.

 

In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the issue price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exercise of subscription rights and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer of these shares to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, to restrict or to exclude the trade with subscription rights. It may permit the expiration of subscription rights that have not been duly exercised, or it may place such rights or shares as to which subscription rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company.

 

In the event of a share issue the Board of Directors is authorized to withdraw or restrict subscription rights of existing shareholders and allocate such rights to third parties, the Company or any of its group companies :

 

a.if the issue price of the new shares is determined by reference to the market price; or

 

b.for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of existing shareholders; or

 

 

 

 

c.for the acquisition of companies, part(s) of companies or participations, for the acquisition of products, intellectual property or licenses by or for investment projects of the Company or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of shares; or

 

d.for the participation of directors and employees at all level of the Company and its group companies; or

 

e.for the issuance of shares for conversions under convertible debt instruments, bonds, loans and similar forms of financing of the Company or of a subsidiary company, which are being issued for the purposes of investments or acquisitions; or

 

f.for the financing of research and clinical development programs and other strategic projects of the Company; or

 

g.for purposes of broadening the shareholder constituency of the Company in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new shares on domestic or foreign stock exchanges; or

 

h.for purposes of granting an over-allotment option (Greenshoe) of up to 20% of the total number of shares in a placement or sale of shares to the respective initial purchaser(s) or underwriter(s).

 

After a change of the par value, new shares shall be issued within the capital range with the same par value as the existing shares.

 

Article 3c

 

Conditional Share Capital

 

A)The share capital of the Company may be increased by a maximum aggregate amount of CHF 150’000.00 through the issuance of a maximum of 15’000’000 registered shares, which shall be fully paid-in, with a par value of CHF 0.01 per share by the exercise of option rights or subscription rights attached to bons de jouissance which the employees, directors, contractors and/or consultants of the Company or a group company are granted according to respective regulations of the Board of Directors. The pre-emptive rights of the shareholders are excluded. The acquisition of registered shares through the exercise of option rights or subscription rights granted to the holders of bons de jouissance and the subsequent transfer of the registered shares shall be subject to the transfer restrictions provided in Article 5 of the Articles of Association.

 

 

 

 

B)The share capital of the Company may be increased by a maximum aggregate amount of CHF 426’741.55 through the issuance of a maximum 42’674’155 registered shares, which shall be fully paid-in, with a par value of CHF 0.01 per share by the exercise of option and/or conversion rights which are granted to shareholders of the company and/or in connection with the issue of convertible debt instruments, bonds, loans, options, warrants or similar obligations or other financial instruments by the Company or another group company. In the case of such grants of option and/or conversion rights, the advanced subscription right of shareholders is excluded. The holders of option and/or conversion rights are entitled to receive the new shares. The Board of Directors shall determine the terms of the option and/or conversion rights. The acquisition of registered shares through the exercise of option or conversion rights and the subsequent transfer of the registered shares shall be subject to the transfer restrictions provided in Article 5 of the Articles of Association.

 

The declaration of acquisition of the shares based on this Article 3c shall refer to this Article 3c and its paragraph A) or B), as relevant, and be made in a form that allows proof by text. A waiver of the right to acquire shares based on this Article 3c may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right.

 

Article 4

 

Abolished Printing of Share Certificates

 

The shareholder may at any time request the Company to issue a confirmation of the number of registered shares held by such shareholder. The shareholder is not entitled, however, to request the printing or delivery of share certificates for registered shares. The Company may, on the other hand, at any time print and deliver share certificates for registered shares, and may, with the consent of the shareholder, cancel share certificates that are delivered to it, without replacement.

 

Uncertificated registered shares, including any uncertificated rights arising thereunder, may be transferred only by way of assignment. In order to be valid, such assignment requires notification to the Company.

 

If a bank administers uncertificated registered shares on a shareholders' behalf, such shares and the uncertificated rights arising thereunder may only be transferred with the bank's cooperation. Furthermore, they can only be pledged in favor of such bank, in which case no notification to the Company is required.

 

Article 5

 

Share Register, Nominees

 

The Company shall maintain a share register listing the surname and first name (in the case of legal entities, the company name), address and nationality (in the case of legal entities, the registered office) of the owners and usufructuaries of the registered shares. If a registered shareholder changes his address, the new address must be communicated to the Company. As long as this has not been done, all notices by letter will be sent validly to the address entered in the share register.

 

 

 

 

Acquirers of registered shares shall upon application be registered as shareholders with the right to vote, provided that they expressly declare that they acquired the registered shares in their own name and for their own account.

 

The Board of Directors may register nominees with the right to vote in the share register to the extent of up to 5% of the registered share capital as set forth in the commercial register. Registered shares held by a nominee that exceed this limit may be registered in the share register with the right to vote if the nominee discloses the names, addresses and the number of shares of the persons for whose account it holds 1% or more of the registered share capital as set forth in the commercial register. Nominees within the meaning of this provision are persons who do not explicitly declare in the request for registration to hold the shares for their own account and with whom the Board of Directors has entered into a corresponding agreement.

 

Corporate bodies and partnerships or other groups of persons or joint owners who are interrelated to one another through capital ownership, voting rights, uniform management or otherwise as well as individuals or corporate bodies and partnerships who act in concert to circumvent the regulations concerning the nominees (especially as syndicates), shall be treated as one single nominee within the meaning of the preceding paragraph.

 

After hearing the registered shareholder or nominee, the Board of Directors may cancel, with retroactive effect as of the date of registration if appropriate, the registration of shareholders if the registration was effected based on false information or in case of breach of the agreement between the nominee and the Board of Directors. The respective shareholder or nominee shall be informed immediately of the cancellation of the registration.

 

The Board of Directors shall specify the details and give the necessary orders concerning the adherence to the preceding regulations. In particular cases it may allow exemptions from the regulation concerning nominees. It may delegate its duties.

 

The limitation for registration in the share register provided for in this Article shall also apply to shares acquired or subscribed by the exercise of subscription, option or conversion rights.

 

Article 6

 

Exercise of Shareholders' Rights

 

Shares are not divisible. The Company shall only accept one representative per share.

 

The voting rights and other rights associated with a registered share may only be exercised by a shareholder, usufructuary or nominee registered in the share register with the right to vote, or by persons who are entitled by law to the voting right of a share, subject to Article 13, which regulates the representation of the shareholders.

 

 

 

 

III.Corporate Bodies

 

Article 7

 

Corporate Bodies

 

The corporate bodies of the Company are:

 

a)The Meeting of Shareholders;

 

b)The Board of Directors;

 

c)The (statutory) Auditors.

 

A.The Meeting of Shareholders

 

Article 8

 

Powers of the Shareholders Meeting

 

The Meeting of Shareholders is the supreme body of the Company. The following non-delegable powers are vested in the Meeting of Shareholders:

 

1.to adopt and amend the Articles of Association;

 

2.to elect and remove the members of the Board of Directors, the Chairman of the Board of Directors, the members of the Compensation Committee, the Auditors and the Independent Voting Rights Representative;

 

3.to approve the annual report and the consolidated financial statements;

 

4.to approve the annual financial statements and to determine the allocation of profits as shown on the balance sheet, in particular with regard to dividends;

 

5.to approve the compensation of the Board of Directors and the Executive Management in accordance with Article 27 of these Articles of Association;

 

6.to grant discharge to the members of the Board of Directors and the persons entrusted with management;

 

7.to pass resolutions concerning all matters reserved to the authority of the Meeting of Shareholders by law or under the Articles of Association.

 

 

 

 

Article 9

 

Ordinary and Extraordinary Meeting of Shareholders

 

The Ordinary Meeting of Shareholders shall be held each year within six months after the close of the business year.

 

Extraordinary Meetings of Shareholders shall be held when deemed necessary by the Board of Directors or the Auditors or demanded by a resolution of the shareholders in a Meeting of Shareholders. Furthermore, an Extraordinary Meeting of Shareholders shall be convened if this is requested by one or more shareholder(s) who represent an aggregate amount of at least 10 percent of the share capital and who submit in writing a petition specifying the items for the agenda and the proposals, and, in case of elections, the name of the proposed candidates.

 

Article 10

 

Convocation

 

The Meeting of Shareholders shall be called by the Board of Directors or, if necessary, the Auditors, no later than 20 days prior to the meeting date. The liquidators shall also be entitled to call a Meeting of Shareholders.

 

Notice of the meeting shall be given by way of an announcement appearing once in the official publication organ of the Company. Holders of registered shares may also be informed by ordinary mail.

 

The annual business report, the Compensation Report and the Auditor’s report and, if any, the Group Auditor's report must be available for examination by the Shareholders at the registered office of the Company at least 20 days prior to the date of the Ordinary Meeting of Shareholders. Such reference shall be included in the invitation to the Ordinary Meeting of Shareholders.

 

The notice of a meeting shall state the items on the agenda and the proposals of the Board of Directors and, if applicable, of the shareholders who demanded that a Meeting of Shareholders be held or that an item be included in the agenda and, in case of elections, the names of the nominated candidates.

 

 

 

 

Article 11

 

Agenda

 

One or more shareholders whose combined shareholdings represent an aggregate nominal value of at least CHF 1,000,000 or at least 10 percent of the share capital may demand that an item be included on the agenda of a Meeting of Shareholders. Such a request must be made in writing to the Board of Directors at the latest 60 days before the Meeting and shall specify the agenda items and the proposals made.

 

No resolution may be passed on agenda items for which no proper notice was given; this prohibition does not apply, however, to proposals made during a Meeting of Shareholders to call an Extraordinary Meeting of Shareholders or to initiate a special audit.

 

No prior notice is required for proposals concerning items included on the agenda and for debates as to which no vote is taken.

 

Article 12

 

Chairman, Vote Counters, Minutes

 

The Meeting of Shareholders shall be chaired by the Chairman of the Board. In his absence, the Vice-Chairman or any other member of the Board designated by the Board shall take the chair.

 

The Chairman of the Meeting shall designate the Secretary and the vote counters, who need not be shareholders. The minutes shall be signed by the Chairman of the Meeting and the Secretary.

 

Article 13

 

Voting Rights, Proxies, Independent Voting Rights Representative

 

Each share recorded as share with voting rights in the share register confers one vote on its registered holder.

 

The Board of Directors shall issue procedural rules regarding participation in and representation at the Meeting of Shareholders. Every shareholder may be represented at the Meeting of Shareholders by the Independent Voting Rights Representative or any person who is authorized by a written proxy. A proxy need not be a shareholder.

 

The General Meeting of Shareholders shall elect the Independent Voting Rights Representative for a term of office extending until completion of the next Annual General Meeting of Shareholders. Re-election is permitted.

 

If the Company does not have an Independent Voting Rights Representative, the Board of Directors shall appoint the Independent Voting Rights Representative for the next General Meeting of Shareholders.

 

 

 

 

Article 14

 

Resolutions, Elections

 

Unless otherwise required by law or these Articles of Association, the Meeting of Shareholders shall pass resolutions and decide elections upon an absolute majority of votes represented. In case of a tie, the Chairman of the Meeting shall have a casting vote.

 

Resolutions and elections shall be decided by a show of hands, unless a vote by written ballot or in electronic manner is resolved by the Meeting of Shareholders or ordered by the Chairman of the Meeting. The Chairman of the Meeting may at any time order to repeat an election or resolution taken on a show of hands with a written or electronic ballot, if he doubts the results of the vote. In this case, the preceding election or resolution taken on a show of hands is deemed not to have occurred.

 

If the first ballot fails to result in an election and more than one candidate is standing for election, the Chairman of the Meeting shall order a second ballot in which a relative majority shall be decisive.

 

B.Board of Directors

 

Article 15

 

Number of Directors

 

The Board of Directors shall consist of a minimum of 1 member and a maximum of 11 members.

 

Article 16

 

Election, Term of Office

 

The members of the Board of Directors and the Chairman of the Board of Directors are elected individually by the General Meeting of Shareholders for a term of office extending until completion of the next Annual General Meeting of Shareholders.

 

Members whose term of office has expired are immediately eligible for re-election.

 

Should the position of Chairman of the Board of Directors become vacant, the Board of Directors shall appoint a new Chairman from among its members for a term of office extending until completion of the next Ordinary General Meeting of Shareholders.

 

 

 

 

Article 17

 

Organization of the Board of Directors

 

Except for the election of the Chairman of the Board of Directors and the members of the Compensation Committee by the General Meeting of Shareholders, the Board of Directors shall determinate its own organisation. It may elect from its members one or, if necessary, several Vice-Chairmen. The Board of Directors shall further appoint a Secretary, who need not be a member of the Board of Directors.

 

The Board of Directors may appoint from amongst its members standing or ad hoc committees entrusted with the preparation and execution of its decisions or the supervision of specific parts of the business. The Board of Directors shall ensure that it is kept properly informed.

 

Subject to mandatory law and the provisions of these Articles of Association, the Board of Directors determines its own internal organization and the modalities for the passing of resolutions in Organizational Rules.

 

Article 18

 

Convening of Meetings, Resolutions, Minutes

 

The Chairman, in his absence the Vice-Chairman or any other member of the Board of Directors shall convene meetings if and when the need arises or whenever a member requests a meeting in writing setting forth the reasons for the meeting. A meeting may also be held by telephone or video conference.

 

The adoption of resolutions of the Board of Directors requires a majority of the votes cast.

 

Resolutions may also be passed in writing (including by telefax or by electronic signature) unless a member of the Board of Directors requests oral deliberation.

 

Article 19

 

Attributions

 

The Board of Directors may pass resolutions concerning all matters not reserved to the authority of any other corporate body by law, these Articles of Association or regulations.

 

The Board of Directors has, in particular, the following non-delegable and inalienable duties:

 

1.the ultimate direction of the Company and the issuance of the necessary instructions;

 

2.the determination of the organization of the Company;

 

3.the structuring of the accounting system, financial control and financial planning;

 

4.the appointment and removal of the persons entrusted with management and representation of the Company, as well as the determination of their signatory power;

 

 

 

 

5.the ultimate supervision of the persons entrusted with management of the Company, specifically in view of their compliance with the law, these Articles of Association, the regulations and directives;

 

6.the preparation of the business report and the Compensation report, preparation of the Meetings of Shareholders and the implementation of the resolutions adopted by the Meeting of Shareholders;

 

7.the passing of resolutions regarding the subsequent payment of capital with respect to non fully paid-in shares;

 

8.the passing of resolutions concerning an increase in share capital to the extent that such power is vested in the Board of Directors (art. 651 para. 4 CO) and of resolutions concerning the confirmation of capital increases and corresponding amendments to the Articles of Association, as well as making the required report on the capital increase;

 

9.the non-delegable and inalienable duties and powers of the board of directors pursuant to the Swiss Merger Act and any other law;

 

10.the notification of the judge if liabilities exceed assets.

 

In addition, the Board of Directors may, within the limits of the law and by virtue of the Organizational Rules, delegate in whole or in part, its powers, as well as management and the representation of the Company to one or several members of the Board of Directors or to third parties.

 

C.Compensation Committee

 

Article 20

 

Number of members, election, term of office

 

The Compensation Committee shall comprise 1 to 3 members of the Board of Directors. If the Board of Directors consists of less than 4 members, the Compensation Committee may consist of the same members as the Board of Directors.

 

Members of the Compensation Committee shall be elected individually by the General Meeting of Shareholders for a term of office extending until completion of the next Ordinary General Meeting of Shareholders.

 

The members of the Compensation Committee are immediately eligible for re-election at the end of their term of office.

 

 

 

 

Article 21

 

Organization of the Compensation Committee

 

The Compensation Committee shall determine its own organization. The Board of Directors shall elect the Chairman of the Compensation Committee.

 

The Board of Directors shall issue regulations establishing the organization and decision making process of the Compensation Committee.

 

Article 22

 

Powers and Duties of the Compensation Committee

 

The Compensation Committee shall support the Board of Directors in establishing and reviewing the compensation strategy and guidelines as well as in preparing the proposals to the General Meeting of Shareholders regarding the compensation of the Board of Directors and of the Executive Management, and may submit proposals to the Board of Directors in other compensation-related issues.

 

The Board of Directors shall determine in regulations for which positions of the Board of Directors and of the Executive Management the Compensation Committee shall submit proposals for the performance metrics, target values and the compensation to the Board of Directors, and for which positions it shall itself determine, in accordance with the Articles of Association and the compensation guidelines established by the Board of Directors, the performance metrics, target values and the compensation.

 

The Board of Directors may delegate further tasks to the Compensation Committee that shall be determined in regulations.

 

Article 23

 

Election, Term of Office

 

The Meeting of Shareholders shall elect the Auditors.

 

The term of office of the Auditors shall be one year. The term of office commences on the day of the election and expires on the day of the next Ordinary Meeting of Shareholders.

 

The Meeting of Shareholders may for purposes of the special reviews required in connection with capital increases (articles 652f, 653f, 653i CO) elect special auditors. If no special auditors have been elected, the regular Auditors are in charge of these tasks.

 

 

 

 

Article 24

 

Duty to Audit and Report

 

The Auditors perform their duties in accordance with the applicable provisions of the Swiss Code of Obligations.

 

Article 25

 

Special Audits, Interim Audits

 

The Board of Directors may at any time request the Auditors to conduct special audits, including interim audits, and to submit their reports.

 

IV.Compensation of the Board of Directors and Executive Management

 

Article 26

 

General principles of compensation

 

The compensation of the members of the Board of Directors consists of fixed and variable compensation elements. The total compensation shall take into consideration position and level of responsibility of the recipient.

 

The compensation of the members of the Executive Management consists of fixed and variable compensation elements. The fixed compensation comprises the base salary and other compensation elements. The variable compensation may comprise short-term and long term variable compensation elements. The compensation shall take into consideration position and level of responsibility of the recipient.

 

The short-term variable compensation elements shall be governed by performance metrics that take into account the performance of the Company, the group or parts thereof, targets in relation to the market, other companies or comparable benchmarks and/or individual targets, and achievement of which is generally measured during a one-year period.

 

Long-term variable compensation elements shall be governed by performance metrics that take into account strategic and/or financial objectives, achievement of which is generally measured during a perennial period, as well as retention elements.

 

Depending on achieved performance, the compensation may amount to a predetermined multiplier of target level.

 

 

 

 

The Board of Directors or, to the extent delegated to it, the Compensation Committee shall determine the performance metrics and target levels of the short- and long-term variable compensation elements, as well as their achievement.

 

The compensation may be paid in the form of cash, shares, share-based instruments or units or in the form of other types of benefits. The Board of Directors or, to the extent delegated to it, the Compensation Committee shall determine grant, vesting, exercise and forfeiture conditions. In particular, they may provide for continuation, acceleration or removal of vesting and exercise conditions, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change-of-control or termination of an employment or mandate agreement. The Company may procure the required shares through purchases in the market or by using conditional share capital.

 

Compensation may be paid by the Company or companies controlled by it.

 

Article 27

 

Approval of Compensation by the General Meeting of Shareholders

 

The General Meeting of Shareholders shall approve the proposals of the Board of Directors in relation to the maximum aggregate amounts of:

 

1.the compensation of the Board of Directors for the next term of office;

 

2.the compensation of the Executive Management for the next financial year.

 

The Board of Directors may submit for approval by the General Meeting of Shareholders deviating or additional proposals relating to the same or different periods.

 

In the event the General Meeting of Shareholders does not approve a proposal of the Board of Directors, the Board of Directors shall determine, taking into account all relevant factors, the respective (maximum) aggregate amount or (maximum) partial amounts, and submit the amount(s) so determined for approval by the same Annual General Meeting of Shareholders, an Extraordinary General Meeting of Shareholders or the next Annual General Meeting of Shareholders.

 

The compensation may be paid out prior to approval by the General Meeting of Shareholders subject to sub - sequent approval.

 

Article 28

 

Additional amounts in case of changes in the Executive Management

 

If the maximum aggregate amount of compensation already approved by the General Meeting of Shareholders is not sufficient to also cover the compensation of one or more persons who become members of the Executive Management or are being promoted within the Executive Management after the General Meeting of Shareholders has approved the compensation of the Executive Management for the relevant period then the Company or companies controlled by it shall be authorised to pay such member(s) a supplementary amount during the compensation period(s) already approved. The supplementary amount per compensation period shall in total not exceed 100% of the maximum aggregate amount of compensation of the Executive Management last approved.

 

 

 

 

V.Agreements with members of the Board of Directors and of the Executive Management, loans

 

Article 29

 

Agreements with members of the Board of Directors and of the Executive Management

 

The Company or companies controlled by it may enter into agreements for a fixed term or for an indefinite term with members of the Board of Directors with respect to their compensation. The duration and termination shall comply with the term of office and the law.

 

The Company or companies controlled by it may enter into employment agreements for a fixed term or for an indefinite term with members of the Executive Management. Employment agreement for a fixed term may have a maximum duration of one year; renewal is permitted. Employment agreements for an indefinite term may have a termination notice period of maximum twelve months.

 

The Company or companies controlled by it may enter agreements on non-compete with members of the Executive Management for the time after termination of employment. Their duration shall not exceed one year, and consideration paid for such non-compete undertaking shall not exceed the last total annual compensation of such member of the Executive Management.

 

Article 30

 

Credits and Loans

 

Credits and loans to members of the Board of Directors and the Executive Committee may be granted as part of incentive or retention plans on terms which may be more favorable than market terms.

 

 

 

VI.Mandates Outside the Group

 

Article 31

 

No member of the Board of Directors may hold more than fourteen additional mandates of which no more than four mandates may be in companies listed on a stock exchange.No member of Executive Management may hold more than five mandates of which no more than two may be in companies listed on a stock exchange.

 

The following mandates shall not be subject to the above mentioned limitations:

 

1.Mandates in companies that are controlled by the Company or which control the Company;

 

2.Mandates that are carried out at the request of the Company or companies controlled by it. No member of the Board of Directors or of the Executive Management shall carry out more than ten such mandates; and

 

3.Mandates in associations, non-profit organizations, foundations, trusts and employee welfare foundations, education institutions, non-profit institutions and other similar organisations. No members of the Board of Director or of the Executive Management may carry out more than twenty-five such mandates.

 

Mandates shall mean mandates in the supreme governing body of a legal entity which is required to be registered in the commercial register or a comparable foreign register. Mandates in different legal entities that are under joint control or same beneficial ownership are deemed one mandate.

 

VII.Financial Year, Allocation of Profits

 

Article 32

 

Financial Year, Annual Report

 

The Board of Directors determines the beginning and the end of the business year.

 

For each business year, the Board of Directors shall prepare an annual report consisting of the annual financial statements (including the profit and loss statements, balance sheet and notes to the financial statements), the business report and the consolidated financial statements.

 

Article 33

 

Allocation of Profits, Reserves

 

The profit shown on the balance sheet shall be allocated by the Meeting of Shareholders within the limits set by applicable law. The Board of Directors shall submit its proposals to the Meeting of the Shareholders.

 

 

 

 

Further reserves may be taken in addition to the reserves required by law.

 

Dividends that have not been claimed within five years after their due date shall pass to the Company and be allocated to the general reserves.

 

VIII.Dissolution

 

Article 34

 

Dissolution, Liquidation

 

The Meeting of Shareholders may at any time resolve the dissolution and liquidation of the Company in accordance with the provisions of the law and of the Articles of Association.

 

The liquidation shall be carried out by the Board of Directors to the extent that the Meeting of Shareholders has not entrusted the same to other persons.

 

The liquidation of the Company shall take place in accordance with article 742 seq. CO. The liquidators are authorized to dispose of the assets (including real estate) by way of private contract.

 

After all debts have been satisfied, the net proceeds shall be distributed among the shareholders and the holders of bons de jouissance in proportion to the number of shares and the number of subscription rights attached to the bons de jouissance.

 

IX.Notices, Communications

 

Article 35

 

Notices, Communications

 

The official publication organ of the Company shall be the Swiss Official Gazette of Commerce (Feuille Officielle Suisse du Commerce). The Board of Directors may designate other publication organs as well.

 

To the extent that personal notification is not mandated by law, all communications to the shareholders shall be deemed valid if published in the Swiss Official Gazette of Commerce.

 

In case of written communications by the Company to its shareholders, such shall be sent by ordinary mail to the last address of the shareholder entered in the share register of the Company.

 

 

 

 

X.Contribution in Kind, Acquisition of Assets

 

Article 36

 

Contribution in Kind

 

Mr. Timothy Dyer contributes to the Company, on its own behalf and on a fiduciary basis:

 

(i)3,317,492 (three-million-three-hundred-seventeen-thousand-and-four-hundred-ninety-two) fully paid-in shares of Addex Pharma SA (formerly Addex Pharmaceuticals SA) in Plan-les-Ouates (Geneva) with a nominal value of CHF 1 (one Swiss Franc) each.

 

This contribution in kind is made and accepted at the price of CHF  3,317,492 (three-million-three-hundred-seventeen-thousand-four-hundred ninety-two Swiss Francs), entirely made on account of the share capital.

 

In consideration for this contribution in kind, the Company allots 3,317,492 (three-million-three-hundred-seventeen-thousand-four-hundred-ninety-two) fully paid-in registered shares with a nominal value of CHF 1 (one Swiss Franc) each.

 

(ii)670,000 (six-hundred-seventy-thousand) fully paid-in non-voting shares (bons de participation) with a nominal value of CHF 1 (one Swiss Franc) each, representing the entire capital of non-voting shares (capital-participation) of Addex Pharma SA (formerly Addex Pharmaceuticals SA) in Plan-les-Ouates (Geneva).

 

This contribution in kind is made and accepted at the price of CHF 670,000 (six-hundred-seventy-thousand), entirely made on account of the share capital.

 

In consideration for this contribution in kind, the Company allots 670,000 (six-hundred-seventy-thousand) fully paid-in non-voting shares (bons de participation) with a nominal value of CHF 1 (one Swiss Franc) each.

 

Article 37

 

Acquisitions of Assets

 

The Company has acquired from Addex Pharma SA (formerly Addex Pharmaceuticals SA) in Plan-les-Ouates (Geneva) the entire share capital of Addex Pharmaceuticals France SAS, a company incorporated under the laws of France with registered seat in Archamps (France), that is, 37,000 (thirty-seven-thousand) shares with a nominal value of EUR 1 each (one Euro), for the total purchase price of CHF 1 (one Swiss Franc).

 

 

 

 

XI.Miscellaneous

 

Article 38

 

Translation of the Articles of Association

 

The Articles of Association are translated in English. The French text is the only official version.

 

**********

 

Le notaire soussigné certifie que les présents statuts, sont ceux en vigueur à l'issue de la séance du conseil d’administration du quatorze juin deux mil vingt-trois.

Genève, le 14 juin 2023/ns

 

 

 

Exhibit 10.19

 

 

SALE AGENCY AGREEMENT

 

BETWEEN

 

ADDEX THERAPEUTICS

 

And

 

KEPLER CHEUVREUX

 

Kepler Cheuvreux http://www.keplercheuvreux.com/ Tél :   +33 1 53 65 35 00

Société anonyme à Directoire et Conseil de surveillance au capital de 56.371.350 € - RCS Paris B 413 064 841, APE 652 E - Identification TVA FR 38413064841, Entreprise d’investissement régie par la loi n° 96-597 du 02.07.96

Siège social :    
112 avenue Kléber    
75116 Paris
France
   

 

 

 

 

Certain confidential portions of this exhibit have been omitted and replaced with “[***].” Such identified information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.

 

AGREEMENT

 

THIS SALE AGENCY AGREEMENT (the “Agreement”) IS MADE BY AND BETWEEN:

 

ADDEX THERAPEUTICS SA, a company incorporated under the laws of Switzerland, registered with the Trade and Companies Registry of the Canton of Geneva under no. CHE- 113.514.094, whose registered office is at Chemin des Aulx 12, 1228 Plan-les-Ouates, Switzerland, represented by Tim Dyer, who is duly authorised to act on behalf of the above- mentioned company;

 

(hereinafter referred to as the “Client”),

 

AND:

 

KEPLER CHEUVREUX, a French Société Anonyme à Directoire et Conseil de Surveillance, registered on the Paris Trade and Companies Registry under number 413 064 841, whose registered office is located at 112, avenue Kléber, 75116 Paris, France, represented by Julia Aliche and Grégoire Varenne, duly empowered,

 

(hereinafter referred to as “Kepler Cheuvreux”),

 

Kepler Cheuvreux and the Client are hereinafter collectively called the "Parties", individually a “Party”.

 

WHEREAS:

 

1.The shares of the Client are admitted for trading on SIX Swiss Exchange (the “Exchange”) with the trading code ISIN CH0029850754 (the "Shares").

 

2.The Client has decided to entrust Kepler Cheuvreux with the sale of the Shares under the conditions determined by the Agreement and the General Terms and Conditions of Business which are available at the following address: https://www.keplercheuvreux.com/app/uploads/2022/12/Terms-of-business-Kepler- Cheuvreux-1.12.2022.pdf (the "General Terms"). In the event of any contradictions between the General Terms and the Agreement, the Agreement shall prevail.

 

IT IS HEREBY AGREED THAT:

 

Article 1 – PURPOSE OF THE AGREEMENT

 

1.1The Client entrusts Kepler Cheuvreux to sell [***] Shares on its behalf and in accordance with the terms of Article 2 below.

 

1.2Kepler Cheuvreux undertakes to sell the Shares in accordance with all applicable regulations in force, including Regulation (EU) n°596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR”), and the EU Delegated Regulation No. 2016/1052 of the European Commission of 8 March 2016 supplementing the MAR Regulation (the "Delegated Regulation")

 

 2 

 

 

Article 2 – TERMS OF THE SALE OF THE SHARES

 

2.1Sale in the Exchange:

 

Kepler Cheuvreux will make its best effort to sell the Shares in the Exchange “as and when required” in the central order book of the Exchange.

 

2.2Kepler Cheuvreux will make its best efforts to proceed to the sale of the Shares by block trades outside the central order book of the Exchange.

 

2.3The Shares must be sold within the following price limits (the “Minimum Price”):

 

(a)[***]

 

(b)In any case, the sale price of the Shares shall not be lower than [***] Swiss francs.

 

2.4The Minimum Price may be modified by phone by the Client, at any time, except during blackout period and shall be effective upon receipt by the Client of a confirmation by email from Kepler Cheuvreux.

 

2.5Kepler Cheuvreux will prepare a trade confirmation which sets out each individual purchase implemented under this Agreement ("Trade Confirmation") and will send it by e-mail to the Client on each day on which sales of Shares under this Agreement are executed. Each Trade Confirmation will indicate the corresponding settlement-delivery date (" Settlement-Delivery Date").

 

2.6The proceeds of the Shares’ sales shall be credited to account of the Client against delivery by the Client on the settlement date of the respective Shares (plus any applicable tax).

 

Article 3 – INDEPENDENCE OF KEPLER CHEUVREUX

 

Within the framework of the mandate granted by the Client, Kepler Cheuvreux acts in full independence and in accordance with the terms determined in Article 2 above at the date of the signing of the Agreement.

 

Article 4 – EXCHANGE OF INFORMATION

 

4.1Within the framework of exchanges of information which may arise from the implementation of the Agreement, the Client shall not disclose to Kepler Cheuvreux any information likely to be qualified as inside information within the meaning of the applicable regulation according to the article 7 par. 1 to 4 of MAR.

 

4.2If information of this nature is made known to Kepler Cheuvreux, the latter shall take all steps necessary to ensure that this information is not transmitted or used for its own account or on behalf of third parties, either directly or via another party.

 

Article 5 – REMUNERATION OF KEPLER CHEUVREUX

 

5.1Brokerage fee: Kepler Cheuvreux shall receive a brokerage fee (excluding VAT and any securities transactions tax) equal to [***] of the gross amounts of transactions. It is the Client’s sole responsibility to determine if transfer stamp duties apply. The Client shall pay any transfer stamp duties directly to the Swiss fiscal authorities if and when applicable.

 

5.2Success fee: In addition, if at the end of the mandate, the average gross selling price of the Shares is above the volume weighted average price (“VWAP”) of the Shares over the duration of the Agreement, Kepler Cheuvreux will be entitled to a success fee equal to:

 

   [***]

 

 3 

 

 

Article 6 – DURATION

 

The Agreement shall come into force as of the date of its signature until June 26, 2024 unless terminated earlier by either party.

 

Article 7 – WITHDRAWAL ANDTERMINATION

 

7.1.Each Party can at any time, without penalty, terminate the Agreement, by notifying the other Party by letter, fax or email. Termination will take effect upon receipt of the above- mentioned notification.

 

7.2.Termination by Kepler Cheuvreux will take effect five Exchange trading days after the date on which the notification is sent to the Client.

 

7.3.The Client shall be entitled to suspend the Agreement at any time, except during blackout periods.

 

Article 8 – EXCLUSIVITY

 

The Agreement is granted exclusively to Kepler Cheuvreux. The Client is prohibited from appointing any other intermediary with a view to the sale of the Shares for the duration gathered in Article 6 of this Agreement.

 

Article 9 – REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

 

9.1The Client hereby represents that it has full knowledge of the regulations in effect concerning the use of inside information and the sanctions applicable in the event of non-compliance with the said regulations. The Client hereby undertakes to keep himself informed of any changes in the regulations that could affect this Agreement and the transactions subject to it and to adopt any necessary measures to comply with such regulations.

 

9.2The Client declares that on the day of the signature of the Agreement, he is not in possession of inside information, within the meaning of the applicable regulations, likely to influence the price of the Shares and has also affirmed that the signature of this Agreement does not take place during the abstention period provided for by the applicable regulations.

 

9.3The Client hereby represents that it is the full owner of the Shares, that the latter are not pledged as collateral or security and are free of all liens, and more generally, any rights, restrictions or claims to the benefit of third parties, resulting from legal, regulatory or contractual obligations.

 

9.4The Client hereby represents and warrants that it has not carried out, and will not carry out, for the duration of the Agreement, an offer of shares of the Company in any manner whatsoever outside the framework of the Agreement, and that it has not engaged in and will not engage in, for the duration of the Agreement, directly or indirectly, any stabilisation or manipulation of the price of the shares of the Company or in any other action intended to facilitate their sale in any manner whatsoever outside the framework of the Agreement.

 

9.6Each Party severally represents that: (a) it has the capacity, power and authority to enter into this Agreement; (b) this Agreement has been duly authorized and executed by its competent authority and constitutes valid and legally binding obligations; (c) the making of this Agreement and the compliance with the terms hereof will not result in violation of the its constitutive documents or any provision contained in any law or regulation applicable to it; and (d) it will maintain all necessary consents and authorizations for the sale of Sell Shares contemplated by this Agreement.

 

 4 

 

 

9.7The Client hereby represents that there is no lawsuit or legal or arbitration procedure, or any administrative or other measure pending that may result in the deterioration of its financial position or that may affect the validity or execution of the present agreement.

 

9.8The Client undertakes to make known to Kepler Cheuvreux any event likely to affect the latter's capacity to execute its delivery obligations within the framework of the Agreement.

 

9.9The Client irrevocably undertakes that it will be bound by all the provisions of the Agreement, in an immutable way, until the term of the Agreement or until Kepler Cheuvreux has fulfil its mission under the Agreement as provided by article 1 and article 2.

 

Article 10 – LIMITATION OF LIABILITY AND INDEMNIFICATION

 

Kepler Cheuvreux does not guarantee the realization of the sale and does not undertake to buy the Shares for its own account. It is hereby agreed that Kepler Cheuvreux's obligation is limited to best efforts.

 

Neither Kepler Cheuvreux nor its parent companies, subsidiaries and affiliates, directors and officers (hereafter referred to collectively as the ("Group") shall be liable to the Client, for any claim, loss, damage, liability, cost and/or expense (“Losses”) suffered by the Client or any such other person arising out of or related to the Agreement hereunder except for the Client Losses finally determined by a court and arising directly from any act or omission by Kepler Cheuvreux that constitutes gross negligence, wilful misconduct or fraud.

 

The Client irrevocably undertakes to indemnify, hold harmless and defend the Group, from and against any and all actions, claims or all damages, charges or disbursements of whatever nature, which may be made and/or suffered by all members of the Group in respect of, or arising out of any acts or omissions in the performance of this Agreement.

 

An exception to the principle of full indemnification of Kepler Cheuvreux and/or the Group, as provided for above, will only be made in the event that Kepler Cheuvreux commits, in the execution of the Agreement, a fault which a final and non-appealable judicial decision has found to have the characteristics of gross negligence or intentional misconduct and to be the exclusive and determining cause of the loss for which indemnification is sought from the Client.

 

The provisions of this article shall remain in force beyond the termination or the expiration of the Agreement.

 

Article 11 – NOTICES

 

All notification made to the following addresses shall be valid:

 

- For KEPLER CHEUVREUX:

 

Cyril Gérard – Corporate Brokerage

Kepler Cheuvreux

112 Avenue Kleber

75116 Paris

Phone : +33 1 70 81 58 08

Email : cgerard@keplercheuvreux.com

 

 5 

 

 

- For the Client:

 

ADDEX THERAPEUTICS

Chemin des Aulx 12

1228 Plan-les-Ouates

Switzerland

Phone: +41228841555

Email: tim.dyer@addexpharma.com

 

Article 12 - PROTECTION OF PERSONAL DATA

 

The Parties undertake to comply with the legislation in force applicable to the processing of personal data and in particular with European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

 

Article 13 – APPLICABLE LAW AND JURISDICTION

 

This Agreement and any non-contractual obligations arising under or in connection with this Agreement will be subject to and governed by French law. The French courts shall have jurisdiction to settle any dispute arising under or in connection with this Agreement.

 

Article 14 - ELECTRONIC SIGNATURE

 

This Agreement may be duly signed electronically and/or in duplicate in hard copy, either of which shall be sufficient for all purposes as evidence of the terms of this Agreement.

 

This Agreement is executed on 25th July 2023

 

For the Client

 

  /s/ Tim Dyer  
  Name: Tim Dyer  
  Title: CEO  

 

For KEPLER CHEUVREUX

 

  /s/ Grégoire Varenne   /s/ Julia Aliche
  Grégoire Varenne   Julia Aliche
  General Group Manager   Managing Director, Group COO

 

 6 

 

Exhibit 10.20

 

Certain confidential portions of this exhibit have been omitted and replaced with “[***].” Such identified information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.

 

AMENDMENT No. 5

 

Whereas, Addex Pharma SA (“Addex”) and Indivior UK Limited (Co. No. 7183451) (“Indivior”) (each a “Party” and collectively the “Parties”) entered into an agreement to perform research on GABAB PAM on January 2, 2018 (hereinafter, Agreement), an amendment dated October 30, 2020 (“Amendment 1”), an amendment with an effective date of May 1, 2021 (“Amendment 2”),an amendment with an effective date of August 1, 2022 (“Amendment 3”) and an amendment with an effective date of November 1, 2022 (“Amendment 4”); and

 

Whereas, Addex is conducting a funded research activity based on an agreed Research Plan over the period May 1, 2018 to June 30, 2023 and Indivior has committed $14.4 million in research funding over this period; and

 

Whereas, during the Research Term, the Research Plan has been modified by the JRC and no Development Compounds have been identified, however, the Parties desire to execute the modified Research Plan with a view to identifying Development Compounds; and

 

Whereas, the Research Term, as defined in the Agreement, expires on June 30, 2023, pursuant to the terms of Amendment 4; and

 

Now Therefore, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged Addex and Indivior hereby enter into this Amendment No. 5 (this “Amendment”) and agree as follows:

 

1.Definitions. The definitions from the Agreement of January 2, 2018, Amendment 1, Amendment 2, Amendment 3 and Amendment 4 shall be used in this Amendment and are incorporated herein by reference.

 

2.Amendment Effective Date. The effective date of this Amendment shall be July 1, 2023 (“Amendment Effective Date”). The Parties agree and acknowledge that this Agreement is executed as of the date of last signature below (the “Execution Date”) but shall be effective and binding on the Parties as of the Amendment Effective Date.

 

3.Initial Research Term Extension. With reference to Section 3.3 of the Agreement, subject to the provisions of this Amendment, the Parties agree to extend the Research Term until June 30, 2024. Accordingly, Section 1.72 is hereby deleted and replaced with the following:

 

a.“Research Term” means the period commencing on May 1, 2018, and expiring on June 30, 2024, unless the Parties agree to extend the Research Term pursuant to Section 3.3.

 

 

 

 

4.Contribution to Research Costs. The Parties agreed to extend the Research Term in previous amendments and agreed upon additional obligations of the Parties in relation to that additional research in Article 3 of Amendment 1, Article 5 of the Amendment 2, Article 4 of Amendment 3 and Article 4 of Amendment 4. Article 3 of Amendment 1 is hereby incorporated into the Agreement as Section 3.11. Article 5 of Amendment 2 is hereby incorporated into the Agreement as Section 3.12. Article 4 of Amendment 3 is hereby incorporated into the Agreement as Section 3.13. Article 4 of Amendment 4 is hereby incorporated into the Agreement as Section 3.14. The following is hereby incorporated into the Agreement as Section 3.15:

 

a.As a contribution to the costs of the research being conducted by Addex as detailed in the Research Plan in Appendix 1A, 1Band 1C, Indivior shall reimburse Addex the sum of up to one million one hundred and twenty thousand Swiss Francs (CHF1,120,000) for additional research funding, as detailed in Appendix 1, in monthly instalments based on activities completed by Addex. Addex shall provide an invoice for the payment due. Indivior shall support some activities through direct payments to third parties with a budget of up to one million six hundred thousand Swiss Francs (CHF1,600,000), arriving at a total budget of two million seven hundred and twenty thousand Swiss Francs (CHF2,720,000) for the Research Plan and detailed budget (see Appendix 1C and 1D). For the sake of clarity, the Parties agree that any Know-How or other intellectual property created by any Third Party with whom Indivior contracts or makes payments for the purposes of the Research Plan shall be Joint Improvements regardless of which Party contributed to such Know-How or intellectual property and any Patent Rights filed in respect of such Joint Improvements shall be Joint Patent Rights regardless of inventorship.

 

b.On or before [***], Addex shall deliver to Indivior a report that sets out all of their completed work to date on the compounds in the course of undertaking the Research Plan up to [***] and identifying those which Addex believes are suitable for further development.

 

c.In the event that the costs of undertaking the Research Plan in Appendix 1A, 1B and 1C exceed one million one hundred and twenty thousand Swiss Francs (CHF 1,120,000), the Parties shall discuss the funding of that part of the Research Plan that exceeds such cost and Addex shall not be in breach of the Agreement if it elects not to undertake any part of the Research Plan that would result in the costs incurred by it in the Research Plan exceeding one million one hundred and twenty thousand Swiss Francs (CHF1,120,000).

 

d.Subject to there being no changes in the Research Plan in this Agreement the Parties agree that, Addex FTEs shall not exceed [***] hours during the term of this Amendment. If a change in the Research Plan is agreed the Parties will either agree to a new forecast or remove FTE services from the agreed research plan

 

e.In any event, there will be no additional funds for the Research Plan after the expiration of this current Amendment.

 

f.In the event that Indivior does not select any Licensed Compounds on or before June 30, 2024, the Agreement shall terminate in its entirety on June 30, 2024, and the provisions of Section 10.2 of the Agreement shall not apply.

 

5.Remainder of Agreement. The provisions of Section 14 of the Agreement shall apply to this Amendment and, save as specifically amended hereby, the Agreement of January 2, 2018, as amended on October 30, 2020, May 1, 2021, August 1, 2022, and November 1, 2022, will remain in full force and effect.

 

 

 

 

IN WITNESS WHEREOF, ADDEX and Indivior have caused this instrument to be executed in duplicate by their respective duly authorized officers.

 

  Indivior UK Limited.
  Date: August 2, 2023
   
   
  By: /s/ SVP Global Medicines Development
  Title: Authorized Signatory
   
   
  Addex Pharma SA
  Date: August 2, 2023
   
  By: /s/ Tim Dyer
  Title: CEO

 

Appendix 1A – CCS2 Testing

[***]

Appendix 1B – FTE and Consultants costs July 2023 to June 2024

[***]

Appendix 1C – Additional Research and Total Funding

[***]

Appendix 1D – Research Funding Paid Directly by Indivior

[***]

Appendix 1E – Situation at 31 May 2023

[***]

 

 

 

 

Exhibit 23.3

 

Consent of Independent Registered Public Accounting Firm

 

Addex Therapeutics Ltd

Geneva, Switzerland

 

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Post-effective Amendment No. 3 to Registration Statement (Registration No. 333-271611) of our report dated March 30, 2023, relating to the consolidated financial statements of Addex Therapeutics Ltd appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

BDO AG

 

/s/ Christoph Tschumi   /s/ Nigel Le Masurier
Christoph Tschumi   Grégoire Weber

 

Zurich, August 10, 2023

 

 

 


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