|
Switzerland
|
| |
2834
|
| |
Not Applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Joshua A. Kaufman
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 |
| |
Rick A. Werner, Esq.
Matthew L. Fry, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 +1 212 659 7300 |
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| | ||||||||||||||||
Title of Each Class of Securities
to be Registered |
| | |
Amount to be
Registered(1) |
| | |
Proposed
Maximum Offering Price Per Share |
| | |
Proposed
Maximum Aggregate Offering Price(2) |
| | |
Amount of
Registration Fee(3) |
|
Shares, nominal value CHF 1.00 per share(1)
|
| | |
14,709,342
|
| | |
$1.04
|
| | |
$15,297,715.70
|
| | |
$1,418.10
|
|
| | |
Page
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| |||
| | | | ii | | | |
| | | | iii | | | |
| | | | 1 | | | |
| | | | 7 | | | |
| | | | 9 | | | |
| | | | 18 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 21 | | | |
| | | | 22 | | | |
| | | | 24 | | | |
| | | | 29 | | | |
MANAGEMENT | | | | | 39 | | |
| | | | 41 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
| | | | 45 | | | |
| | | | 46 | | |
| | |
As of November 30, 2021
|
| |||||||||
CHF in thousands
|
| |
Actual
(unaudited) |
| |
As Adjusted
(unaudited) |
| ||||||
Cash and cash equivalents
|
| | | | 12,909 | | | | | | 20,614 | | |
Shareholders’ equity | | | | | | | | | | | | | |
Share capital
|
| | | | 49,273 | | | | | | 49,273 | | |
Share premium
|
| | | | 288,279 | | | | | | 287,419 | | |
Treasury shares reserve
|
| | | | (15,475) | | | | | | (11,722) | | |
Other reserves
|
| | | | 15,898 | | | | | | 20,711 | | |
Accumulated deficit
|
| | | | (327,567) | | | | | | (327,567) | | |
Total shareholders’ equity, net
|
| | | | 10,408 | | | | | | 18,114 | | |
Total capitalization
|
| | | | 10,408 | | | | | | 18,114 | | |
Name of Selling shareholder
|
| |
Shares
Beneficially Owned 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) |
| |||||||||||||||||||||
|
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||||
Armistice Capital Master Fund Ltd.(3)
|
| | | | 18,461,544 | | | | | | 35.10% | | | | | | 14,709,342 | | | | | | — | | | | | | — | | |
Number of shares
|
| |
Number of registered
shareholders on December 31, 2021 |
| |||
1 to 100
|
| | | | 228 | | |
101 to 1,000
|
| | | | 905 | | |
1,001 to 10,000
|
| | | | 1,068 | | |
10,001 to 100,000
|
| | | | 170 | | |
100,001 to 1,000,000
|
| | | | 10 | | |
1,000,001 to 10,000,000
|
| | | | 7 | | |
Shareholder structure according to category of investors
(weighted by number of shares) |
| | | | | | |
Private persons
|
| | | | 20.81% | | |
Institutional shareholders
|
| | | | 61.48% | | |
Non identified
|
| | | | 17.71% | | |
Shareholder structure by country
(weighted by number of shares) |
| | | | | | |
United States
|
| | | | 32.29% | | |
Switzerland
|
| | | | 48.89% | | |
Other
|
| | | | 1.11% | | |
Non identified
|
| | | | 17.71% | | |
Nominal share capital
|
| | | |
December 31, 2019
|
| |
CHF 32,848,635
|
|
December 31, 2020
|
| |
CHF 32,848,635
|
|
December 31, 2021
|
| |
CHF 49,272,952
|
|
Conditional share capital
|
| | | |
December 31, 2019
|
| |
CHF 16,424,317
|
|
December 31, 2020
|
| |
CHF 16,424,317
|
|
December 31, 2021
|
| |
CHF 24,636,476
|
|
Authorized share capital
|
| | | |
December 31, 2019
|
| |
CHF 16,424,317
|
|
December 31, 2020
|
| |
CHF 16,424,317
|
|
December 31, 2021
|
| |
CHF 24,636,476
|
|
|
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 | |
|
Service
|
| |
Fee
|
|
|
•
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 | |
|
•
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 | |
2021
|
| |
Fixed
|
| |
Variable compensation
|
| | | | | | | ||||||||||||||||||
CHF
|
| |
cash
compensation |
| |
cash
attendance |
| |
number of
equity incentive units |
| |
value of
equity incentive units |
| |
Total
2021 |
| |||||||||||||||
Vincent Lawton, chairman..
|
| | | | 26,590 | | | | | | 26,590 | | | | | | 70,000 | | | | | | 54,129 | | | | |
|
107,309
|
| |
Raymond Hill, member
|
| | | | 15,954 | | | | | | 15,954 | | | | | | 40,000 | | | | | | 30,931 | | | | |
|
62,839
|
| |
Tim Dyer, member
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| |
Roger Mills, member
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| |
Jake Nunn, member
|
| | | | 13,295 | | | | | | 13,295 | | | | | | 30,000 | | | | | | 23,198 | | | | |
|
49,788
|
| |
Isaac Manke, member
|
| | | | 13,295 | | | | | | 13,295 | | | | | | 30,000 | | | | | | 23,198 | | | | |
|
49,788
|
| |
Total | | | | | 69,134 | | | | | | 69,134 | | | | | | 170,000 | | | | | | 131,456 | | | | | | 269,724 | | |
2021
|
| |
Fixed
|
| |
Variable compensation
|
| | | | | | | ||||||||||||||||||
CHF
|
| |
cash
compensation |
| |
Cash
|
| |
number of
equity incentive units |
| |
value of
shares |
| |
Total
2021 |
| |||||||||||||||
Total Executive Management
|
| | | | 1,082,184 | | | | | | 395,316 | | | | | | 1,438,065 | | | | | | 1,186,493 | | | | | | 2,663,993 | | |
|
SEC registration fee
|
| | | $ | 1,420 | | |
|
FINRA filing fee
|
| | | | 2,300 | | |
|
Printing
|
| | | | 48,000 | | |
|
Legal fees and expenses
|
| | | | 142,483 | | |
|
Accounting fees and expenses
|
| | | | 54,000 | | |
|
Miscellaneous fees
|
| | | | 60,368 | | |
|
Total
|
| | | $ | 308,515 | | |
Signature
|
| |
Title
|
| |
Date
|
|
/s/ Tim Dyer
Tim Dyer
|
| |
Chief Executive Officer
(Principal Executive Officer) and Director |
| |
January 7, 2022
|
|
/s/ Lénaic Teyssédou
Lénaic Teyssédou
|
| |
Head of Finance
(Principal Financial and Accounting Officer) |
| |
January 7, 2022
|
|
/s/ Vincent Lawton
Vincent Lawton
|
| | Director | | |
January 7, 2022
|
|
/s/ Ray Hill
Ray Hill
|
| | Director | | |
January 7, 2022
|
|
/s/ Isaac Manke
Isaac Manke
|
| | Director | | |
January 7, 2022
|
|
/s/ Roger Mills
Roger Mills
|
| | Director | | |
January 7, 2022
|
|
/s/ Jake Nunn
Jake Nunn
|
| | Director | | |
January 7, 2022
|
|
Exhibit 5.1
Confidential To: Addex Therapeutics Ltd |
Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich
homburger.ch |
January 7, 2022
Addex Therapeutics Ltd – Registration Statement on Form F-1 – Exhibit 5.1
Ladies and Gentlemen:
We have acted as special Swiss counsel to Addex Therapeutics Ltd, a stock corporation incorporated under the laws of Switzerland (the Company), in connection with the filing on January 7, 2022 of a registration statement on Form F-1 (the Registration Statement) with the United States Securities and Exchange Commission (the SEC) for the purpose of registering under the United States Securities Act of 1933, as amended (the Securities Act), the offer and sale of up to an aggregate of 2,451,557 American Depositary Shares (the ADSs), representing 14,709,342 registered shares in the Company, with a nominal value of CHF 1.00 each (the Warrant Shares), consisting of (i) 1,538,462 ADSs (representing 9,230,772 Warrant Shares) issuable upon exercise of ordinary warrants, exercisable 60 days after the date of their issuance at an exercise price of USD 6.50 per ADS and (ii) 913,095 ADSs (representing 5,478,570 Warrant Shares) issuable upon the exercise of pre-funded warrants, exercisable immediately at an exercise price of USD 0.01 per ADS.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Documents.
I. | Basis of Opinion |
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents (including, in the case of the Registration Statement (as defined below), any document incorporated by reference therein or exhibited thereto) or any other matter.
DRAFT – SUBJECT TO REVIEW AND APPROVAL BY HOMBURGER OPINION COMMITTEE
For purposes of this opinion, we have only reviewed originals or copies of the following documents (collectively the Documents):
(i) | an electronic copy of the Registration Statement; |
(ii) | an electronic copy of articles of association (statuts) of the Company dated June 16, 2021, notarized by a licensed notary of the Canton of Geneva on June 16, 2021 (the Articles); |
(iii) | an electronic copy of an internet excerpt (extrait internet) from the Commercial Register of the Canton of Geneva dated January 7, 2022, relating to the Company (the Excerpt). |
No documents, other than the Documents, have been reviewed by us in connection with this opinion. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
II. | Assumptions |
In rendering the opinions below, we have assumed the following:
(a) | all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, electronic copies) conform to the original; |
(b) | all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic or facsimile signatures thereon have been produced and used in accordance with applicable internal rules and/or procedures and the individual to whom any such electronic or facsimile signature belongs has consented to the use of his or her signature for each such document on which it appears; |
(c) | the Registration Statement is unchanged and correct, complete and up-to-date and in full force and effect as of the date hereof and no changes or events have occurred which should have been or should be reflected in the Registration Statement as of the date hereof; |
(d) | all signatures appearing on all original documents or copies thereof (including, without limitation, electronic copies) which we have examined are genuine and authentic; |
(e) | to the extent relevant for purposes of this opinion, any and all information contained in the Documents is, and all material statements made to us in connection with the Documents are and will be, true, complete and accurate at all relevant times; |
(f) | the Company has not entered and will not enter into any transaction which could be construed as repayment of share capital (restitution des versements) and has not undertaken and will not undertake an acquisition in kind (reprise de biens) or intended acquisition in kind (reprise de biens envisagée) without complying with the formal procedure set forth in article 628 of the Swiss Code of Obligations; |
(g) | all authorizations, approvals, consents, licenses, exemptions, other than as required by mandatory Swiss law applicable to the Company or the Articles, and other requirements for the filing of the Registration Statement or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement have been duly obtained or fulfilled in due time and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied; |
(h) | the Articles and the Excerpt are unchanged and correct, complete and up-to-date and in full force and effect as of the date hereof and no changes have been made which should have been or should be reflected in the Articles or the Excerpt as of the date hereof; |
(i) | the Company is, at the date hereof, not insolvent or over-indebted (in the sense of article 725 of the Swiss Code of Obligations (the CO)); |
(j) | the Company intends to produce and publish financial statements in accordance with articles 958 et seq. at least annually; and |
(k) | no laws (other than those of Switzerland) affect any of the conclusions stated in this opinion. |
III. | Opinion |
Based on the foregoing assumptions and subject to the qualifications set out below, we express the following opinion:
1. | The Warrant Shares which will be sourced from existing treasury shares have been validly issued, are fully paid as to their nominal value and are non-assessable. |
2. | The Warrant Shares which are to be newly issued, if and when (i) issued and paid for pursuant to the Articles and Swiss law and (ii) registered in the Commercial Register of the Canton of Geneva and the Company's uncertificated securities book (registre des droits-valeurs), will have been validly issued, fully paid as to their nominal value and non-assessable. |
IV. | Qualifications |
The above opinion is subject to the following qualifications:
(a) | The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein. |
(b) | The exercise of voting rights and rights related thereto with respect to any Warrant Shares is only permissible after registration in the Company's share register as a shareholder with voting rights in accordance with the provisions of and subject to the limitations provided in the Articles. |
(c) | We express no opinion as to whether the Registration Statement is accurate, true, correct, complete or not misleading. In particular, and without limitation to the foregoing, we express no opinion on whether the Registration Statement provides sufficient information for investors to reach an informed assessment of the Company, any companies within the Company’s consolidation perimeter and the Warrant Shares. |
(d) | We express no opinion as regards the exclusion of shareholders’ pre-emptive subscription rights (droits de souscription préférentiels). |
(e) | We express no opinion as to tax, regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter. |
(f) | If used in this opinion, the term "non-assessable" means that no further contributions will have to be made by the relevant holder of the Warrant Shares. |
* * *
We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes that are made or brought to our attention hereafter.
This letter is addressed to you in connection with the Registration Statement. We consent to the filing of this letter as an exhibit to the Registration Statement. No other person may rely on this opinion for any purpose. Without our prior written consent, this opinion may not (in full or in part) be copied, furnished or quoted to any other person except your advisors and representatives in connection with the matters set forth herein.
This opinion shall be governed by and construed in accordance with the laws of Switzerland. We confirm our understanding that all disputes arising out of or in connection with this opinion shall be subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being Zurich 1.
Sincerely yours
Homburger AG
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of Addex Therapeutics Ltd of our report dated April 24, 2020 relating to the financial statements, which appears in Addex Therapeutics Ltd's Annual Report on Form 20-F for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers SA
Geneva, Switzerland
January 7, 2022
Exhibit 23.4
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 Registration Statement of our report dated March 11, 2021, 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, 2020.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
BDO AG
Christoph Tschumi Nigel Le Masurier
Zurich, January 7, 2022
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