UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
Addex
Therapeutics Ltd.
(Name
of Issuer)
Shares,
nominal value CHF 0.01 per share
(represented
by American Depositary Shares)
(Title
of Class of Securities)
00654J206
(CUSIP
Number)
Stephanie
Brecher
New
Enterprise Associates
1954
Greenspring Drive, Suite 600, Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
12, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 00654J206
|
13D |
Page
2 of 9 Pages |
| Item 1. | Security
and Issuer. |
This
Amendment No. 7 (“Amendment No. 7”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
on January 22, 2021, Amendment No. 1 filed on January 10, 2022, Amendment No. 2 filed on August 23, 2022, Amendment No. 3 filed on November
28, 2022, Amendment No. 4 filed on April 10, 2023, Amendment No. 5 filed on December 8, 2023, and Amendment No. 6 filed on August 5,
2024, relating to the shares, nominal value CHF 0.01 per share (the “Shares”), including Shares represented by American Depositary
Shares (the “ADSs”), with each ADS representing one hundred and twenty Shares, of Addex Therapeutics Ltd. (the “Issuer”)
having its principal executive office at Chemin des Mines 9, CH-1202 Geneva, Switzerland.
Certain
terms used but not defined in this Amendment No. 7 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4 , Amendment No. 5 and Amendment No. 6 thereto). Except as specifically provided herein, this
Amendment No. 7 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 thereto).
| Item 2. | Identity
and Background. |
This
statement is being filed by:
(a)
Growth Equity Opportunities Fund IV, LLC (“GEO”);
(b)
New Enterprise Associates 15, L.P. (“NEA 15”), which is the sole member of GEO, NEA Partners 15, L.P. (“NEA Partners
15”), which is the sole general partner of NEA 15, and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners
15, the “Control Entities”), which is the sole general partner of NEA Partners 15; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”),
Scott D. Sandell (“Sandell”) (together, the “Managers”). The Managers are the managers of NEA 15 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite
600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand
Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue,
19th Floor, New York, NY 10011.
The
principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to
act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities,
GEO and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
GEO
and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited
partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
| Item 3. | Source
and Amount of Funds or Other Consideration. |
Not
applicable.
CUSIP
No. 00654J206
|
13D |
Page
3 of 9 Pages |
| Item 4. | Purpose
of Transaction. |
Not
applicable.
| Item 5. | Interest
in Securities of the Issuer. |
| (c) | From August 8, 2024 to August 12, 2024, GEO completed open market sales
as part of a series of public sales whereby GEO sold in the aggregate 2,113 ADSs representing 253,560 Shares at prices that ranged from
$7.90 to $8.05 per ADS. As of August 12, 2024, GEO held 4,315,130 Shares and a warrant to purchase 2,055,910 Shares. |
| (e) | Each of the Reporting Persons has ceased to beneficially own five percent
(5%) or more of the Issuer’s Common Stock. |
| Item 6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Not
applicable.
| Item 7. | Material
to be Filed as Exhibits. |
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 00654J206
|
13D |
Page
4 of 9 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED
this 14th day of August, 2024
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 15, L.P.
Sole Member |
General Partner
General Partner
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA
PARTNERS 15, L.P.
General Partner |
| By: | NEA
15 GP, LLC
General Partner |
| By: | * |
| | | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEA PARTNERS 15, L.P.
| By: | NEA
15 GP, LLC
General Partner |
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
|
NEA 15 GP, LLC
| By: | * |
| | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
CUSIP
No. 00654J206
|
13D |
Page
5 of 9 Pages |
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*/s/
Zachary Bambach
Zachary
Bambach
As
attorney-in-fact
This
Amendment No. 7 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of
Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 00654J206
|
13D |
Page
6 of 9 Pages |
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by
Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Addex Therapeutics Ltd.
EXECUTED
this 14th day of August, 2024.
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 15, L.P.
Sole Member |
General Partner
General Partner
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA
PARTNERS 15, L.P.
General Partner |
| By: | NEA
15 GP, LLC
General Partner |
| By: | * |
| | | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
NEA PARTNERS 15, L.P.
| By: | NEA
15 GP, LLC
General Partner |
| By: | | * |
| | | Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | | * |
| | | Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
|
NEA 15 GP, LLC
| By: | * |
| | Anthony
A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer |
| By: | * |
| | Mohamad
Makhzoumi
Managing Partner and Co-Chief Executive
Officer |
CUSIP
No. 00654J206
|
13D |
Page
7 of 9 Pages |
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*/s/
Zachary Bambach
Zachary
Bambach
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 00654J206
|
13D |
Page
8 of 9 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them, with full power
to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in
his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited
liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G (and any
amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of the undersigned
and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and
thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This
power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, this Power of
Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 00654J206
|
13D |
Page
9 of 9 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
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