F-1

As filed with the Securities and Exchange Commission on August 19, 2022.

Registration Statement No. 333-      ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Addex Therapeutics Ltd
(Exact name of registrant as specified in its charter)

Switzerland (State or other jurisdiction of
incorporation or organization) 2834 (Primary Standard Industrial
Classification Code Number) Not Applicable (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
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.

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 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.

PROSPECTUSSUBJECT TO COMPLETION DATED AUGUST 19, 2022

Up to 4,250,000 American Depositary Shares
Representing 25,500,000 Shares

This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 4,250,000 American Depositary Shares, or ADSs, consisting of (i) warrants to purchase up to 2,500,000 ADSs (representing 15,000,000 shares), or the Ordinary Warrants, exercisable 60 days after the date of issuance at an exercise price of $1.90 per ADS, and (ii) pre-funded warrants to purchase up to 1,750,000 ADSs (representing 10,500,000 shares), or the Pre-Funded Warrants, together with the Ordinary Warrants, the Warrants.

The selling shareholder is identified in the table on page 16. 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 Warrants for cash.

The exercise price of the Ordinary Warrants is $1.90 per ADS. The exercise price of the Pre-Funded Warrants is $0.01 per ADS. 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 17, 2022 was $1.29 per ADS, and the closing price of our shares on SIX on August 17, 2022 was CHF 0.24 per share. There is no established market for the 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 9 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           , 2022

TABLE OF CONTENTS

​	Page
MARKET, INDUSTRY AND OTHER DATA	​	ii
ABOUT THIS PROSPECTUS	​	iii
PROSPECTUS SUMMARY	​	1
THE OFFERING	​	7
RISK FACTORS	​	9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	11
USE OF PROCEEDS	​	13
CAPITALIZATION	​	14
DIVIDEND POLICY	​	15
SELLING SHAREHOLDER	​	16
DESCRIPTION OF SHARE CAPITAL	​	18
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	​	24
PLAN OF DISTRIBUTION	​	35
EXPENSES	​	37
LEGAL MATTERS	​	37
EXPERTS	​	37
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS	​	37
WHERE YOU CAN FIND ADDITIONAL INFORMATION	​	39
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	​	40

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 entitled “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See the section entitled “Special Note Regarding Forward-Looking Statements.”

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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 capabilities. 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. These include epilepsy, levodopa induced dyskinesia associated with Parkinson’s disease, or PD LID, substance use disorder, or, SUD, Charcot-Marie-Tooth type 1A neuropathy, or CMT1A, chronic cough, pain, stress related disorders including post-traumatic stress disorder, or PTSD, schizophrenia, other neuropsychiatric and neurodegenerative diseases. Some of these indications are classified as rare diseases, that may allow for orphan drug designation by regulatory agencies in major commercial markets, such as the United States, Europe and Japan. Orphan drug designation may entitle the recipient to benefits, in the jurisdiction granting the designation, such as market exclusivity following approval and assistance in clinical trial design, a reduction in user fees or tax credits related to development expenses.

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. We expect to report topline results in the first quarter of 2023. Under our agreement with Janssen, Janssen is responsible for financing the development and commercialization, if any, of ADX71149.

Our second drug candidate, dipraglurant, a metabotropic glutamate receptor subtype 5 negative allosteric modulator, or mGlu5 NAM, is currently under evaluation for future development in a range of potential therapeutic indications including PD-LID, pain, SUD, neurodevelopmental disorders, or NDD and stroke rehabilitation. As part of this evaluation, we have initiated discussions with potential strategic partners with the objective of collaborating for the future development. We received orphan drug designation from the United States Food and Drug Administration, or FDA, for dipraglurant in PD-LID and completed a Phase 2 proof of concept study. On June 17, 2022, we terminated our US registration program including a pivotal Phase 2B/3 study and an open label study in PD-LID due to slow recruitment of patients.

We are also conducting a research program under our strategic partnership with Indivior PLC, or Indivior, to discover novel orally available gamma-aminobutyric acid subtype B receptor positive allosteric modulators, or GABAB PAMs. We are currently in clinical candidate selection phase and expect IND enabling studies to be initiated in 2023. Under the terms of the agreement with Indivior, we have the right to select drug candidates for development in certain exclusive indications outside SUD. We plan to develop our selected

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drug candidates in CMT1a, chronic cough and pain, indications that have been clinically validated with baclofen, an orthosteric agonist of GABAB, and where we believe there is a significant unmet medical need and commercial opportunity.

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.

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 SUD; 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, metabotropic glutamate receptor subtype 7 negative allosteric modulator, or mGlu7 NAM, drug candidates 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.

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 product candidates under development, for each of the product 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, both internally and with partners.

Externally Developed Out-licensed Product Candidate

ADX71149, mGlu2 PAM for the treatment of 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 conducted several preclinical studies in epilepsy and is conducting a placebo-controlled Phase 2a proof of concept clinical trial of ADX71149 in

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epilepsy patients since June 2021. Under our agreement with Janssen, Janssen is responsible for financing the development and commercialization, if any, of ADX71149. We expect to report topline results in the first quarter of 2023.

Internally Developed Product Candidates

Dipraglurant, mGlu5 NAM under evaluation for future development.   Our lead drug candidate, dipraglurant, is a novel orally active mGlu5 NAM currently under evaluation for future development in a range of potential therapeutic indications including PD-LID, pain, substance use disorders, neurodevelopmental disorders and stroke rehabilitation. As part of this evaluation, we have initiated discussions with potential partners with the objective of collaborating with a potential strategic partner for the future development of dipraglurant. We received orphan drug designation from the United States Food and Drug Administration, or FDA, for dipraglurant in PD-LID and completed a Phase 2 proof of concept study. On June 17, 2022, we terminated our US registration program including a pivotal Phase 2B/3 study and an open label study in PD-LID due to slow recruitment of patients.

Material Internal Research Programs

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 2023. 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.

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GABAB PAM for the treatment of CMT1A, chronic cough and pain.   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 CMT1a, chronic cough and pain. These indications have been validated with baclofen, an orthosteric agonist of GABAB and present a significant unmet medical need and commercial opportunity. We are in clinical candidate selection phase and expect IND enabling studies to be initiated in 2023.

mGlu7 NAM for the treatment 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. The program is in clinical candidate selection phase and we expect to initiate IND enabling studies in the first half of 2023. A consortium led by us has been awarded a €4.85 million grant from the Eurostars to advance the program to drug candidate stage.

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 has entered clinical candidate selection phase and we expect to enter IND enabling studies in the second half of 2023.

Early Stage Internal Research Programs

M4 PAM for the treatment of Schizophrenia and Psychosis.   We are developing M4 PAM as a novel orally available treatment for schizophrenia and other psychosis. We are currently optimizing multiple chemical series of highly selective M4 PAMs with compounds in lead optimization.

mGlu4 PAM for the treatment of Parkinson’s disease.   We are developing mGlu4 PAM as a novel orally available treatment for Parkinson’s disease. We are currently optimizing multiple chemical series of highly selective mGlu4 PAMs with compounds in early lead optimization.

mGlu3 PAM for the treatment of neurodegenerative disorders.   We are developing mGlu3 PAM as a novel orally available treatment for neurodegenerative disorders. We are currently optimizing multiple chemical series of highly selective mGlu3 PAMs with compounds in early lead optimization.

Corporate Information

We are organized as a stockholding company under the laws of Switzerland. Our ADSs 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,

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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 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:

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

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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 $1.07 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:

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

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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

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the rules under the Exchange Act requiring the filing with 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.

Foreign private issuers are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

Recent Developments

Sales Agency Agreement

On June 21, 2022, 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 sale agency

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agreement between us and Kepler Cheuvreux, dated August 24, 2020, amended on March 23, 2021 and expired on December 31, 2021. The new sale agency agreement expires on June 21, 2023.

Reduction of share nominal value

On May 9, 2022, the shareholders approved, among other things, the reduction of the nominal value from CHF 1 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 with effect 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 was reduced by a total amount of CHF 32,310,111.24 from CHF 32,636,476 to CHF 326,634.76 each. 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 the capital contribution reserve and there was no distribution to shareholders.

SIX Swiss Exchange acknowledged the share nominal value reduction on July 25, 2022. The new share nominal value of CHF 0.01 was reflected by the SIX Swiss Exchange on July 26, 2022.

Recent Financings

The shares offered in this prospectus relate to the resale by the selling shareholder of up to 25,500,000 shares deliverable upon the exercise of the Warrants, which were issued in private placement pursuant to a securities purchase agreement (as amended), or the July 2022 Securities Purchase Agreement, between us and the selling shareholder, dated July 22, 2022, which we conducted concurrently with a registered direct offering, or the July 2022 Registered Direct Offering. The Warrants include:

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the Ordinary Warrants to purchase up to 2,500,000 ADSs (representing 15,000,000 shares), which are exercisable 60 days after the date of issuance at an exercise price of $1.90 per ADS; and

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the Pre-Funded Warrants to purchase up to 1,750,000 ADSs (representing 10,500,000 shares) sold at a price of $ 1.69 per ADS, which are exercisable immediately at an exercise price of $0.01 per ADS.

The 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 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 such Warrants and the shares underlying such ADSs.

Additionally, we conducted a private placement pursuant to a securities purchase agreement, or the December 2021 Securities Purchase Agreement, between us and the selling shareholder, dated December 16, 2021, concurrently with a registered direct offering of ordinary and prefunded warrants, or the December 2021 Warrants. The December 2021 Warrants include:

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ordinary warrants to purchase up to 1,538,462 ADSs (representing 9,230,772 shares), or the December 2021 Ordinary Warrants, which are exercisable 60 days after the date of issuance at an exercise price of $6.50 per ADS; and

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pre-funded warrants to purchase up to 913,095 ADSs (representing 5,478,570 shares), or the December 2021 Pre-Funded Warrants, which were exercisable immediately at an exercise price of $0.01 per ADS.

The December 2021 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. All of the December 2021 Pre-Funded Warrants were exercised by the selling shareholder in July 2022 and all of the 913,095 ADSs purchased upon exercise of such warrants were sold by the selling shareholder in July 2022.

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THE OFFERING

This prospectus relates to the resale by the selling shareholder identified in this prospectus of up to an aggregate of 4,250,000 ADSs (representing 25,500,000 shares) consisting of (i)  2,500,000 ADSs (representing 15,000,000 ordinary shares) deliverable upon exercise of the Ordinary Warrants and (ii) 1,750,000 ADSs (representing 10,500,000 shares) deliverable upon the exercise of the Pre-Funded Warrants. 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 Warrants that are exercised for cash.

Securities offered by the selling shareholder

(i) 2,500,000 ADSs (representing 15,000,000 ordinary shares) deliverable upon exercise of the Ordinary Warrants and (ii) 1,750,000 ADSs (representing 10,500,000 shares) deliverable upon the exercise of the Pre-Funded Warrants.

Shares outstanding as of August 8, 2022

49,227,768

Shares outstanding as of August 8, 2022 assuming exercise of Pre-Funded Warrants

59,727,768 shares, which assumes the exercise of the Pre-Funded Warrants to purchase 1,750,000 ADSs (representing 10,500,000 shares).

Shares outstanding as of August 8, 2022 assuming exercise of the Ordinary Warrants and Pre-Funded Warrants

74,727,768 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 $1.90 per ADS. The Ordinary Warrants are exercisable 60 days from the date of issuance and will expire six years from the date of issuance.

The Pre-Funded Warrants

The exercise price of the Pre-Funded Warrants is $0.01 per ADS. The Pre-Funded Warrants are exercisable immediately and for an indefinite term.

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 Warrants for cash.

We intend to use the proceeds from the exercise of any Warrants for cash to advance our preclinical and clinical pipeline. See the section of this prospectus titled “Use of Proceeds.”

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Depositary

Citibank, N.A.

Risk Factors

You should read the “Risk Factors” section starting on page 9 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”.

The number of our shares set forth herein is based on 49,227,768 shares outstanding as of August 8, 2022 but excludes:

•

16,045,184 treasury shares indirectly held through our wholly-owned subsidiary Addex Pharma SA on such date, of which 15,949,615 treasury shares are available for the exercise of any warrants.

•

authorized (but unissued) capital of 32,636,476 shares as of August 8, 2022, that can be available for issuance upon the exercise of any warrants;

•

conditional (but unissued) capital of 32,636,476 shares, including 13,866,898 shares reserved for issuance upon exercise of any options or warrants granted in connection with an issuance of bonds, similar obligations or other financial instruments, and 18,769,578 shares reserved for issuance pursuant to our equity incentive plans, of which 12,681,175 relate to outstanding stock options and subscriptions rights linked to equity sharing certificates granted under our equity incentive plans, each as of August 8, 2022; and

•

1,700 equity sharing certificates (bons de jouissance/Genussscheine) as of August 8, 2022 issued to our 100% owned subsidiary, Addex Pharma SA, of which 199 have been granted under our equity incentive plans with subscriptions rights to 198,750 shares outstanding August 8, 2022; these subscription rights are part of the 12,681,175 shares issuable out of our conditional capital referred to above.

As of August 8, 2022, we had a total of 40,597,670 shares issuable, including those issuable as a result of the exercise of (i) the December 2021 Ordinary Warrants to purchase 1,538,462 ADSs representing 9,230,772 shares with an exercise price of $6.50 per ADS, (ii) the Ordinary Warrants to purchase 15,000,000 shares representing 2,500,000 ADSs with an exercise price of $1.90 per ADS and (iii) the Pre-Funded Warrants to purchase 10,500,000 shares representing 1,750,000 ADSs with an exercise price of $0.01 per ADS. All the 40,597,670 issuable shares referred to above may be covered by our 15,949,615 available treasury shares and by issuances out of our authorized capital of 32,636,476 shares and out of our conditional capital of 13,866,898 shares reserved for the issuance of warrants.

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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, 2021, as filed with the SEC on March 10, 2022, which is incorporated by reference in this prospectus, in their entirety, together with other information in this prospectus (including the section titled “Risk Factors” starting on page 7 thereof), 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 the 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 Business

The discontinuation of our dipraglurant program for PD-LID may have a material adverse effect on our financial position and business.

In June 2022, we announced that we terminated the Phase 2b/3 study evaluating dipraglurant as a potential treatment for dyskinesia associated with Parkinson’s disease (PD-LID) due to the slow recruitment of patients. The discontinuation was attributed to the consequences of COVID-19 related patient concerns about participation in clinical studies as well as staffing shortages and turnover within study sites. We are no longer pursuing our own clinical development and rely solely on the strategic development collaborations with our partner firms. The discontinuation of the dipraglurant program for PD-LID could have a material adverse effect on our financial position and business, as a whole.

Our recurring losses, negative cash flows and significant accumulated deficit have raised substantial doubt regarding our ability to continue as a going concern.

We have incurred recurring losses since inception, including net losses of CHF13.0 million for the six-month period ended June 30, 2022. As of June 30, 2022, we had accumulated losses of CHF342.1 million. We expect to continue to generate operating losses for the foreseeable future. As of December 31, 2021, we had cash and cash equivalents of $8.8 million, and combined with the equity offering of July 22, 2022, we have cash and cash equivalents at July 30, 2022 of CHF12.0 million. We have prepared our Interim condensed consolidated financial statements assuming that we will continue as a going concern which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. To date, we have funded our operations through equity offerings and through payments from licensors. We believe that our current cash and cash equivalents are only sufficient to fund our operating expenses through the second quarter of 2023 and this raises substantial doubt about our ability to continue as a going concern. These factors individually and collectively indicate that a material uncertainty exists that may cast significant doubt about our ability to continue as a going concern for one year from the date of the issuance of the interim condensed consolidated financial statements. Our future viability is dependent on our ability to raise additional capital to finance our future operations. We have an ATM program and can potentially raise funds through equity offerings. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common shares. We may receive future milestone payments from licensors but that is dependent on achieving certain regulatory or commercial milestones that may never happen. We may seek additional funding through public or private financings, debt financing or collaboration agreements. The inability to obtain funding, as and when needed, would have a negative impact on our financial condition and ability to pursue our business strategies. If we are unable to obtain the required funding to run our operations and to develop and commercialize our product candidates, we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations. Management continues to explore options to obtain additional funding, including through collaborations with third parties related to the future potential development and/or commercialization of our product candidates. However, there is no assurance that we will be successful in raising funds, closing a collaboration

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agreement, obtaining sufficient funding on terms acceptable to us, or if at all, which could have a material adverse effect on the our business, results of operations and financial conditions.

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 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 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 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 product 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 product candidates;

•

the impact of COVID-19 on our business and operations;

•

the impact of the war between Russia and Ukraine and ancillary developments on our business and operations;

•

our ability to obtain and maintain regulatory approval of our product 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 product candidates;

•

the timing of our regulatory filings for our product candidates;

•

the size and growth potential of the markets for our product 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 that our existing cash, cash equivalents and marketable securities as of July 31, 2022 will be sufficient to fund our operating expenses and capital expenditure requirements through at least the end of the first half of 2023;

•

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

•

our intended use of the net proceeds of this offering from the exercise of the Warrants.

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

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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 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.

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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 Warrants to the extent the warrants are exercised. We can make no assurances that any of the Warrants will be exercised, or if exercised, the quantity that will be exercised or the period in which such Warrants will be exercised.

We intend to use the net proceeds from any exercise of the Warrants for cash, together with our cash on hand, to advance our preclinical and clinical pipeline.

Based on our current operating plan, we believe that the net proceeds from the exercise of any Warrants for cash, together with our existing cash as of July 2022, will enable us to fund our planned operating expenses and capital expenditures through the end of the first half of 2023. 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 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 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 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 ongoing clinical trials or 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 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, 2022 on:

•

an actual basis; and

•

on adjusted basis to give effect to the net proceeds of $ 4.3 million (CHF 4.1 million) from the sale of ADSs and Pre-Funded Warrants to Armistice Capital Master Fund Ltd. under the Securities Purchase Agreement signed with Armistice Capital Master Fund Ltd. on July 22, 2022 and the sale of treasury shares under our Sale Agency Agreement with Kepler Cheuvreux on July 21 and July 22, 2022. In addition, we reflected the exercise of the 5,478,570 pre-funded warrants in a form of 913,095 ADSs in July 2022 and the reduction of the nominal value of our 65,272,952 shares listed on SIX from CHF 1.0 to CHF 0.01 with effect on July 22, 2022, accepted by SIX on July 26, 2022. Hence, our share capital has been reduced by a total amount of CHF 64.6 million allocated to the Other Equity paid-in capital.

The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our financial statements and the notes thereto incorporated by reference into this prospectus.

CHF in thousands	As of June 30, 2022 Actual		Adjusted as of June 30, 2022 Actual
​	(unaudited)		(unaudited)
Cash and cash equivalents	​	8,813	​	12,946
Shareholders’ equity	​	​	​	​
Share capital	​	65,273	​	653
Share premium	​	283,716	​	278,475
Other Equity paid-in capital	​	—	​	64,620
Treasury shares reserve	​	(27,670)	​	(16,336)
Other reserves	​	27,646	​	25,687
Accumulated deficit	​	(342,103)	​	(342,103)
Total shareholders’ equity, net	​	6,862	​	10,996
Total capitalization	​	6,862	​	10,996

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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” below.

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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 Warrants it has acquired pursuant to the Securities Purchase Agreement. 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 Warrants that were sold pursuant to the Securities Purchase Agreement. 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 Agreement 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 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 and the Pre-Funded 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% or 9.99%, as applicable, in the case of the Ordinary 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 August 8, 2022.

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 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)
Name of Selling shareholder	Number		Percentage				Number		Percentage
Armistice Capital Master Fund Ltd.(3)	​	34,730,772	​	41.37%	​	25,500,000	​	—	​	—

(1)

The shares beneficially owned prior to the Offering are comprised of 10,500,000 shares issuable upon the exercise of the Pre-Funded Warrants, 15,000,000 shares issuable upon the exercise of the Ordinary Warrants and 9,230,772 shares issuable upon the exercise of the December 2021 Ordinary Warrants. This figure assumes the exercise of all Pre-Funded Warrants, Ordinary Warrants and December 2021

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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, December 2021 Ordinary Warrants and the Ordinary 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, 10,500,000 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 Ordinary Warrants if such exercise would result in the Master Fund owning greater than 9.99% of our outstanding shares following such exercise, 9,230,772 of them are issuable only upon the exercise of December 2021 Ordinary Warrants, which are subject to a beneficial ownership limitation preventing the Master Fund from exercising any portion of the December 2021 Ordinary Warrants if such exercise would result in the Master Fund owning greater than 4.99% of our outstanding shares following such exercise and 15,000,000 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. 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 August 8, 2022, 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 2,376 shareholders registered in the share register on August 8, 2022. The distribution of shareholdings is divided as follows:

Number of shares	Number of registered shareholders on August 8, 2022
1 to 100	233
101 to 1,000	858
1,001 to 10,000	1,036
10,001 to 100,000	233
100,001 to 1,000,000	10
1,000,001 to 10,000,000	5
Above 10,000,000	1

The shareholder base on August 8, 2022 was constituted as follows:

Shareholder structure according to category of investors (weighted by number of shares)	​
Private persons	18.63%
Institutional shareholders	35.15%
Holders of ADSs listed on Nasdaq not registered in the share register	26.59%
Non identified	19.63%

Shareholder structure by country (weighted by number of shares)	​
United States	7.01%
Switzerland	45.41%
Holders of ADSs listed on Nasdaq not registered in the share register	26.59%
Others	1.36%
Non identified	19.63%

Capital

As of August 8, 2022, the share capital amounted to CHF 652,729.52 consisting of 65,272,952 issued shares with a nominal value of CHF 0.01 per share. As of August 8, 2022, we indirectly held 16,045,184 of our own shares. These shares are recorded as treasury shares, hence our outstanding capital amounted to 49,227,768 as of August 8, 2022.

Authorized share capital

According to the article 3b of the Articles as in force on August 8, 2022, the Board of Directors, or the Board, is authorized, at any time until May 9, 2024, to increase the share capital in an amount of CHF  326,634.76 through the issuance of 32,636,476 fully paid registered shares with a nominal value of CHF 0.01 each. An increase in partial amounts is permitted. The Board shall determine the issue price, the type of payment, the date of issue of new shares, the conditions for the exercise of pre-emptive rights and the beginning date for dividend entitlement. In this regard, the Board is entitled to issue new shares by means of a firm underwriting through a banking institution, a syndicate or another third party with a subsequent

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offer of these shares to the current shareholders (unless the pre-emptive rights of current shareholders are excluded). The Board is entitled to permit pre-emptive rights that have not been exercised to expire or to place these rights and/or shares as to which pre-emptive rights have been granted but not exercised, at market conditions or use them for other purposes in our interest.

The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the restrictions set forth in article 5 of the Articles.

The Board is authorized to restrict or exclude the pre-emptive rights of shareholders and allocate such rights to third parties if the shares are to be used:

•

for the acquisition of enterprises, parts of an enterprise, or participations, or for new investments, or, in case of a share placement, for the financing or refinancing of such transactions;

•

for the purpose of the participation of strategic partners (including in the event of a public tender offer) or for the purpose of an expansion of the shareholder constituency in certain investor markets;

•

for the granting of an over-allotment option (Greenshoe) of up to 20% to the banks involved in connection with a placement of shares; or

•

for raising capital in a fast and flexible manner, which would not be achieved without the exclusion of the statutory pre-emptive rights of the existing shareholders.

Conditional share capital

As of August 8, 2022, we have a total conditional share capital (capital conditionnel/bedingtes Kapital) of CHF 326,364.76.

According to article 3c(A) of the Articles, our share capital may be increased by a maximum aggregate amount of CHF 187,695.78 through the issuance of a maximum of 18,769,578 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 equity sharing certificates (bons de jouissance) which our employees, directors and/or consultants are granted according to respective regulations of the Board. 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.

According to article 3c(B) of the Articles, our share capital may be increased by a maximum aggregate amount of CHF 138,668.98 through the issuance of a maximum of 13,866,898 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 our shareholders and/or in connection with the issue of bonds or other financial instruments by us. 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 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.

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.

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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.

Changes in capital

Nominal share capital	​	​
December 31, 2019	CHF	32,848,635
December 31, 2020	CHF	32,848,635
December 31, 2021	CHF	49,272,952
June 30, 2022	CHF	65,272,952
August 8, 2022	CHF	652,730

Conditional share capital	​	​
December 31, 2019	CHF	16,424,317
December 31, 2020	CHF	16,424,317
December 31, 2021	CHF	24,636,476
June 30, 2022	CHF	32,636,476
August 8, 2022	CHF	326,365

Authorized share capital	​	​
December 31, 2019	CHF	16,424,317
December 31, 2020	CHF	16,424,317
December 31, 2021	CHF	24,636,476
June 30, 2022	CHF	32,636,476
August 8, 2022	CHF	326,365

Changes in capital in 2019

On May 17, 2019, we increased our capital from CHF 28,564,031 to CHF 32,848,635 through the issue of 4,284,604 new registered shares at nominal value of CHF 1 each.

On June 19, 2019, the shareholders increased the authorized capital from CHF 9,997,411 to CHF  16,424,317 expiring on June 19, 2021 and the conditional capital from CHF 14,282,015 to CHF 16,424,317.

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 January 8, 2021 we increased our capital from CHF 32,848,635 to CHF 39,748,635 through the issue of 6,900,000 new registered shares at nominal value of CHF 1 each, in connection with a global offering of shares.

On April 23, 2021, we increased our capital from CHF 39,748,635 to CHF 49,272,952 through the issue of 9,524,317 new registered shares at nominal value of CHF 1 each out of the authorized capital.

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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.

Changes in capital in 2022

On February 2, 2022, we increased our capital from CHF 49,272,952 to CHF 65,272,952 through the issue of 16,000,000 new registered shares at nominal value of CHF 1 each out of the authorized capital.

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 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 with effect 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 was reduced by a total amount of CHF 32,310,111.24 from CHF 32,636,476 to CHF 326,634.76 each. 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 the capital contribution reserve and there was no distribution to shareholders.

SIX Swiss Exchange acknowledged the share nominal value reduction on July 25, 2022 and reflected it accordingly on July 26, 2022.

For further information on changes in capital for the years ending December 31, 2021 and 2020, including changes in reserves, refer to the consolidated statements of changes in equity as well as note 13 of the audited consolidated financial statements incorporated by reference into this registration statement.

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.

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.

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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 2021. 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 August 8, 2022, we had no convertible or exchangeable bonds or loans outstanding. As of August 8, 2022, we had a total of 53,278,845 options, including 30,097,670 warrants, 10,500,000 pre-funded warrants, 12,482,425 shares reserved for the ESOP and 198,750 shares reserved for ESCs. The outstanding shares reserved for the ESOP and ESCs, are granted to non-executive Directors, 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 0.19 to CHF 3. For information on equity incentive plans for non-executive Directors, executive management and employees, refer to note 14 of the audited consolidated financial statements incorporated by reference into this registration statement.

5,866,898 warrants outstanding have been granted to investors in connection with the capital increase of March 28, 2018. Each warrant entitles the investor 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.

9,230,772 Ordinary Warrants in the form of 1,538,462 ADS listed on Nasdaq Stock Market have been granted to the selling shareholder investor with an exercise price of USD 6.50 per ADS (CHF 1 per share) in connection with the offering executed on December 16, 2021. Each ADS represents 6 shares listed on the SIX Swiss Exchange. Warrants will expire six years after their issuance, on December 21, 2027. Their subscription ratio is 1:1.

10,500,000 Pre-Funded Warrants in the form of 1,750,000 ADS listed on Nasdaq Stock Market have been granted to the selling shareholder investor with a total exercise price of USD 1.70 per ADS (CHF 0.27 per share), of which USD 1.69 has been paid before their issuance in connection with the offering executed on July 22, 2022. The remaining exercise price is USD 0.01 per ADS. Each ADS represents 6 shares listed on the SIX Swiss Exchange. Pre-funded warrants will expire when exercised in full. Their subscription ratio is 1:1.

15,000,000 Ordinary Warrants in the form of 2,500,000 ADS listed on Nasdaq Stock Market have been granted to the selling shareholder investor with an exercise price of USD 1.90 per ADS (CHF 0.30 per share) in connection with the offering executed on July 22, 2022. Each ADS represents 6 shares listed on the SIX Swiss Exchange. Warrants will expire five years after their issuance, on July 26, 2027. 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.

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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.

Selective “opting-out”

The shareholders have resolved to include in our Articles of Association an 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 Stated, 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 Swiss Financial Markets Infrastructure Act (FMIA) based on Art. 125 para. 3 FMIA. The opting-out clause is limited in time and will expire on March 21, 2023, with effect for any crossing of the threshold pursuant to Art. 135 FMIA which occurs thereafter. As a result, until expiration of the opting-out clause, when exceeding the threshold of 33% of the voting rights (whether exercisable or not) of us, the investors mentioned in the opting-out clause are, when acting alone or in concert pursuant to Art. 135 FMIA, exempted from the duty pursuant to Art. 135 FMIA to make a mandatory tender offer to the other shareholders. Different from other companies listed in Switzerland which have no opting-out clause, upon reaching the threshold of 33% of our voting rights (whether exercisable or not) by the investors mentioned in the opting-out clause, the shareholders will neither benefit from the option to sell their shares in a mandatory tender offer nor from minority shareholder protection rules related to such mandatory tender offers.

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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.

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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 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

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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.

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:

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

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we fail to deliver satisfactory documents to the depositary; or

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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.

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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.

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:

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

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we do not deliver satisfactory documents to the depositary; or

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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

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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.

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:

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

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

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you are duly authorized to deposit the shares;

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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

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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:

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

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

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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;

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

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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

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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.

You will have the right to withdraw the securities represented by your ADSs at any time except as a result of:

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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;

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obligations to pay fees, taxes and similar charges; or

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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

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Service	Fee
• 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
• 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

30

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.

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

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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.

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.

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•

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.

•

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

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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 brokers-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

35

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 Warrants. With the exception of the SEC registration fee, all amounts are estimates and may change:

SEC registration fee	$	3,238.48
Printing	$	20,000.00
Legal fees and expenses	$	100,000.00
Accounting fees and expenses	$	—
Miscellaneous fees	$	10,000.00
Total	$	133,238.48

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, 2021, and for each of the two years ended December 31, 2021 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 consolidated financial statements for the year ended December 31, 2019 incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2021 have been so incorporated in reliance on the report of PricewaterhouseCoopers SA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers SA is a member of EXPERTsuisse - Swiss Expert Association for Audit, Tax and Fiduciary.

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

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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;

•

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.

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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 web site 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.

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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 incorporate by reference into this prospectus the following documents that we have filed with the SEC:

•

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 10, 2022;

•

Our report on Form 6-K, dated February 3, 2022, and exhibit 99.1 thereto;

•

Our report on Form 6-K, dated March 31, 2022, and exhibit 99.1 thereto;

•

Our report on Form 6-K, dated April 6, 2022, and exhibit 99.1 thereto;

•

Our report on Form 6-K, dated April 13, 2022, and exhibit 99.1 thereto;

•

Our report on Form 6-K, dated May 5, 2022, regarding our interim results for the three-month period ended March 31, 2022, including exhibits 99.1 and 99.2 thereto;

•

Our report on Form 6-K, dated May 10, 2022, and exhibit 99.1 thereto;

•

Our report on Form 6-K, dated May 27, 2022, and exhibit 99.1 thereto;

•

Our report on Form 6-K, dated June 17, 2022, and exhibit 99.1 thereto;

•

Our Report on Form 6-K, dated July 21, 2022, and exhibit 99.1 thereto;

•

Our additional Report on Form 6-K, dated July 21, 2022, and exhibit 99.1 thereto;

•

Our Report on Form 6-K, dated July 22, 2022, and exhibit 99.1 thereto;

•

The disclosure in our Report on Form 6-K, dated July 26, 2022, under the heading “Registered Direct Offering and Concurrent Private offering” and exhibits 4.1, 4.2, 5.1, 10.1, 10.2, and 99.1 thereto;

•

Our Report on Form 6-K, dated August 15, 2022, and exhibit 99.1 thereto;

•

Our Report on Form 6-K, dated August 18, 2022, regarding our interim results for the six-month period ended June 30, 2022, including exhibits 99.1 and 99.2 thereto; and

•

The description of our shares contained in our Registration Statement on Form 8-A, filed with the SEC on January 14, 2020, including any amendments or reports filed for the purposes of updating this description.

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.

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Up to 4,250,000 American Depositary Shares
Representing 25,500,000 Shares

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, 2018:

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 are 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 are immediately exercisable 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.

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Item 8.   Exhibits and Financial Statement Schedules

Exhibits:

Exhibit	Description
3.1**	Articles of Association of Addex Therapeutics Ltd
3.2*	Organizational Rules of Addex Therapeutics Ltd (incorporated by reference to Exhibit 3.2 of Registration Statement on Form F-1 No. 333-235554)
4.1*	Form of Deposit Agreement (incorporated by reference to Exhibit (a) of the Registration Statement on Form F-6 (No. 333-235561), filed on December 18, 2019)
4.2*	Form of American Depositary Receipt (included in Exhibit 4.1)
4.3*	Form of Warrant issued by the Registrant to certain investors on March 28, 2018 (incorporated by reference to Exhibit 4.3 of Registration Statement on Form F-1 No. 333-235554)
4.4*	Form of December 2021 Ordinary Warrant (incorporated by reference to Exhibit 4.1 of Form 6-K filed on December 17, 2021)
4.5*	Form of December 2021 Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 of Form 6-K filed on December 17, 2021)
4.6*	Form of Ordinary Warrant (incorporated by reference to Exhibit 4.1 of Form 6-K filed on July 26, 2022)
4.7*	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 of Form 6-K filed on July 26, 2022)
5.1**	Form of Opinion of Homburger AG
10.1†*	License Agreement between Ortho-McNeil Pharmaceuticals Inc and the Registrant, dated December 31, 2004, as amended (incorporated by reference to Exhibit 10.1 of Registration Statement on Form F-1 No. 333-235554)
10.2†*	License Agreement between Indivior UK Limited and the Registrant, dated January 2, 2018 (incorporated by reference to Exhibit 10.2 of Registration Statement on Form F-1 No. 333-235554)
10.3**	Amendment No. 3 to License Agreement between Indivior UK Limited and the Registrant, dated July 29, 2022
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*	Addex Therapeutics Ltd Share Option Plan, as amended (incorporated by reference to Exhibit 10.4 of Registration Statement on Form S-8 No. 333-255124)
10.6*	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)
10.7**	Amendment to Sale Agency Agreement between Addex Therapeutics Ltd and Kepler Cheuvreux, dated June 21, 2022
10.8*	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)
10.9*	Amendment No. 1 to License Agreement between Indivior UK Limited and the Registrant, dated October 30, 2020 (incorporated by reference to Exhibit 10.6 of Registration Statement on Form F-1 No. 333- 235554)
10.10*	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

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Exhibit	Description
​	the year ended December 31, 2021)
10.11*	Securities Purchase Agreement, dated July 22, 2022 between the Registrant and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.1 of Form 6-K filed on July 26, 2022)
10.12*	Amendment No. 1 to Securities Purchase Agreement, dated July 22, 2022 between the Registrant and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 of Form 6-K filed on July 26, 2022)
10.13*	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)
21.1*	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of Registration Statement on Form F-1 No. 333-235554)
23.2*	Consent of Homburger AG (included in Exhibit 5.1)
23.3**	Consent of PricewaterhouseCoopers SA
23.4**	Consent of BDO AG
24.1**	Powers of Attorney (included on signature page)
107**	Filing Fee Table

*

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)   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.

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(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.

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Geneva, Switzerland, on the 19th day of August, 2022.

ADDEX THERAPEUTICS LTD.

By: 

/s/ Tim Dyer

Tim Dyer
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors, officers and/or authorized representative in the United States of Addex Therapeutics Ltd, hereby severally constitute and appoint Tim Dyer and Lénaic Teyssédou, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form F-1 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of securities of Addex Therapeutics Ltd, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

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 19, 2022
/s/ Lénaic Teyssédou Lénaic Teyssédou	Head of Finance (Principal Financial and Accounting Officer)	August 19, 2022
/s/ Vincent Lawton Vincent Lawton	Director	August 19, 2022
/s/ Ray Hill Ray Hill	Director	August 19, 2022
/s/ Isaac Manke Isaac Manke	Director	August 19, 2022
/s/ Roger Mills Roger Mills	Director	August 19, 2022
/s/ Jake Nunn Jake Nunn	Director	August 19, 2022

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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 19, 2022.

Addex Pharmaceuticals Inc.

By: 

/s/ Tim Dyer

Tim Dyer
Chief Executive Officer

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EX-3.1

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 652'729.52.- It is divided into 65'272’952 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

Authorized Share Capital

The Board of Directors shall be authorized, at any time until 9 may 2024 to increase the share capital in an amount of CHF 326'364.76 through the issuance of 32'636'476 fully paid registered shares with a nominal value of CHF 0.01 each. An increase in partial amounts shall be permitted. The Board of Directors shall determine the issue price, the type of payment, the date of issue of new shares, the conditions for the exercise of pre-emptive 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 banking institution, a syndicate or another third party with a subsequent offer of these shares to the current shareholders (unless the pre-emptive rights of current shareholders are excluded). The Board of Directors may permit pre-emptive rights that have not been exercised to expire or it may place these rights and/or shares as to which pre-emptive rights have been granted but not exercised, at market conditions or use them for other purposes in the interest of the Company.

The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the restrictions of Article 5 of the Articles of Association.

The Board of Directors is authorized to restrict or exclude the pre-emptive rights of shareholders and allocate such rights to third parties if the shares are to be used (1) for the acquisition of enterprises, parts of an enterprise, or participations, or for new investments, or, in case of a share placement, for the financing or refinancing of such transactions; or (2) for the purpose of the participation of strategic partners (including in the event of a public tender offer) or for the purpose of an expansion of the shareholder constituency in certain investor markets or (3) for the granting of an over-allotment option (Greenshoe) of up to 20 percent to the banks involved in connection with a placement of shares, or (4) for raising capital in a fast and flexible manner, which would not be achieved without the exclusion of the statutory pre-emptive rights of the existing shareholders.

Article 3c

Conditional Share Capital

A) The share capital of the Company may be increased by a maximum aggregate amount of CHF 187'695.78 through the issuance of a maximum of 18'769'578 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 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 pro-vided 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 138'668.98 through the issuance of a maximum 13'866’898 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 bonds, 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 of Directors shall be authorized to restrict or exclude the advanced subscription rights of shareholders (1) 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 or (2) 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 (3) 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 advance subscription rights are excluded by the Board of Directors, the following hall 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."

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

Credits may not be granted to members of the Board of Directors or the Executive Management

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.

Article 39

Opting-out

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 relevant interest in them, are, when acting alone or in concert pursuant to art. 135 of the Swiss Federal Act on Financial Markets Infrastructures (FMIA) exempted from the duty pursuant to art. 135 FMIA (Opting-out within the meaning of art. 125 para. 3 FMIA). The foregoing Opting-out provision will expire on March 21, 2023 with effect for any crossing of the threshold pursuant to art. 135 FMIA which occurs thereafter.

**********

Le notaire soussigné certifie que les présents statuts, sont ceux en vigueur à l'issue de l'assemblée générale ordinaire du neuf mai deux mil vingt-deux et de la séance du conseil d'administration du quatorze juillet deux mil vingt-deux. 

Genève, le 14 juillet 2022/ns

EX-5.1

Exhibit 5.1

Confidential To: Addex Therapeutics Ltd c/o Addex Pharma SA Chemin des Aulx 12 1228 Plan-les-Ouates Switzerland	Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich homburger.ch T +41 43 222 10 00
August 19, 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 August 19, 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 4,250,000 American Depositary Shares (the ADSs), representing 25,500,000 registered shares in the Company, with a nominal value of CHF 0.01 each (the Warrant Shares), consisting of (i) 2,500,000 ADSs (representing 15,000,000 Warrant Shares) issuable upon the exercise of ordinary warrants, exercisable 60 days after the date of their issuance at an exercise price of USD 1.90 per ADS, and (ii) 1,750,000 ADSs (representing 10,500,000 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.

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 July 14, 2022, notarized by a licensed notary of the Canton of Geneva on July 14, 2022 (the Articles);

(iii) an electronic copy of an internet excerpt (extrait internet) from the Commercial Register of the Canton of Geneva dated August 19, 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

EX-10.3

 

Exhibit 10.3 

 

AMENDMENT No. 3

 

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 GABA B PAM on January 2, 2018 (hereinafter, Agreement), an amendment dated October 30, 2020 (“Amendment 1”), and an amendment with an effective date of May 1, 2021 (“Amendment 2”); and

 

Whereas, Addex is conducting a funded research activity based on an agreed Research Plan over the period May 1, 2018 to July 31, 2022 and Indivior has committed $12.4 million in research funding over this period; and

 

Whereas, on completion of the Research Term, no Development Compounds have been identified but the Parties desire to continue the research with a view to identifying Development Compounds; and

 

Whereas, the Research Term, as defined in the Agreement, expires on July 31, 2022 pursuant to the terms of Amendment 2; 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. 3 (this “Amendment”) and agree as follows:

 

1. Definitions. The definitions from the Agreement of January 2, 2018, Amendment 1 dated October 30, 2020 and Amendment 2 effective May 1, 2021 between Addex and Indivior shall be used in this Amendment and are incorporated herein by reference.

 

2. Amendment Effective Date. The effective date of this Amendment shall be August 1, 2022 (“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 March 31, 2023. 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 March 31, 2023 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 and Article 5 of the Amendment 2. 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. The following is hereby incorporated into the Agreement as Section 3.13:

 

a. As a contribution to the costs of the research being conducted by Addex as detailed in the Research Plan in Appendix 1a & 1b, Indivior shall reimburse Addex the sum of up to eight hundred and fifty thousand Swiss Francs (CHF 850,000) for additional research funding as detailed in Appendix 2c in monthly installments based on activities completed by Addex. The amount of the above contribution attributable to any Reserved Indication shall be capped at four hundred thousand Swiss Francs (CHF 400,000). The Parties acknowledge that some activities being paid by the contribution have already been completed. Any additional activities from the date of the Amendment Effective Date for Reserved Indications shall only be for activities attributable to the Reserved Indications set forth in Section 1.73(h). The provisions of Section 6.9 of the Agreement shall apply to such payment. Addex shall provide an invoice for the payment due. Indivior shall support some activities through direct payments to third parties from a separate budget. 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 February 28, 2023, 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 January 31, 2023 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 1b, exceed eight hundred and fifty thousand Swiss Francs (CHF 850,000), 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 eight hundred and fifty thousand Swiss Francs CHF 850,000.

 

d. In the event that Indivior does not select any Licensed Compounds on or before March 31, 2023 the Agreement shall terminate in its entirety on March 31, 2023 and the provisions of Section 10.2 of the Agreement shall not apply.

 

5. Amendment of Definition of Reserved Indications. As of the Effective Date of this Amendment, the definition of Reserved Indications in Section 1.73 of the Agreement shall be deleted in its entirety and replaced by the following:

 

1.73                 “Reserved Indications” means the following Indications:

 

(a)              Polyneuropathies and other disorders of the peripheral nervous system (G60 to G64) including but not limited to Charcot Marie Tooth (G60);

 

(b)              Cerebral palsy and other paralytic syndromes (G80 to G83) including but not limited to cerebral palsy (G80);

 

 

 

 

(c)               Nerve, nerve root and plexus disorders (G50 to G59) including but not limited to disorders of trigeminal nerve (G50);

 

(d)              Neuromuscular dysfunction of bladder and other disorders of bladder (N31 to N32);

 

(e)              Disorders of psychological development (F80-89) including but not limited to pervasive developmental disorders (F84) such as Rett’s syndrome (F84.2);

 

(f)               Episodic & paroxysmal disorders (G40-47) including but not limited to Epilepsy (G40);

 

(g)              Soft tissue disorders (M60-M79) including but not limited to Neuralgia and neuritis, unspecified (M79.2); and

 

(h)              Pain, not elsewhere classified (G89) including but not limited to Neoplasm related pain, acute & chronic (G89.3).

 

(i)                Cough (R05) and other abnormalities of breathing (R06) including but not limited to hiccough (R06.6)

 

(j)                Idiopathic interstitial pulmonary diseases (J84) including but not limited to idiopathic pulmonary fibrosis (J84.112).

 

(k)               Pruritus (L29)

 

(l)                Gastro-oesophageal reflux disease (K21)

 

6. 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 and May 1, 2021 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:	31 July 2022
	By:	/s/ Gilles Picard
	Title: Authorized Signatory

 

 

 

 

	Addex Pharma SA
	Date:	31 July 2022
	By:	/s/ Tim Dyer
	Title: Chief Executive Officer

 

 

 

EX-10.7

Exhibit 10.7

 

SALE AGENCY AGREEMENT

Between

ADDEX THERAPEUTICS

And

Kepler CHEUVREUX

Kepler Cheuvreux
Siège social :
112 avenue Kléber
75116 Paris
France   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

 

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/2022/03/Terms-of-business-Kepler-Cheuvreux-01.02.2022.pdf (the "General Terms"). In the event of any contradictions between the General Terms and the Agreement, the Agreement shall prevail.

Kepler Cheuvreux
Siège social :
112 avenue Kléber
75116 Paris
France   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

IT IS HEREBY AGREED THAT:

Article 1 – PURPOSE OF THE AGREEMENT

1.1 The Client entrusts Kepler Cheuvreux to sell a number of 10,000,000 Shares on its behalf and in accordance with the terms of Article 2 below.

1.2 Kepler Cheuvreux undertakes to sell the Shares in accordance with all applicable regulations, including Regulation (EU) n°596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR”).

Article 2 – TERMS OF THE SALE OF THE SHARES

2.1 Sale in the Exchange:

Kepler Cheuvreux will make its best effort to sell the Shares in the Exchange.

2.2 Kepler 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.

2.3 The Shares shall be sold at a minimum price of 0.30 Swiss francs (“Minimum Price”).

2.4 The 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. In addition, no sale will be allowed if the sale price is below the previous session’s closing price.

2.5 Kepler 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").

2.6 The 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.

Crédit Agricole Cheuvreux S.A. 

9, quai du Président Paul Doumer – 92400 Courbevoie - France 

Siren 788 108 223 RCS Nanterre - SA au capital de 39.239.816 EUR

Article 4 – EXCHANGE OF INFORMATION

4.1 Within 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.

4.2 If 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

5.1 Brokerage fee:

Kepler Cheuvreux shall receive a brokerage fee (excluding VAT and any securities transactions tax) equal to 0.75% of the gross proceeds from the sale of the Shares.

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.

5.2 Success 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:

0.15 x number of Shares sold x (average selling price per Share – VWAP)

Article 6 – DURATION

The Agreement shall come into force as of its date of signature until June 21, 2023 unless terminated earlier by either party.

Article 7 – WITHDRAWAL ANDTERMINATION

7.1 Each Party can at any time, without penalty, and without being required to provide a reason, therefore, 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.

Crédit Agricole Cheuvreux S.A. 

9, quai du Président Paul Doumer – 92400 Courbevoie - France 

Siren 788 108 223 RCS Nanterre - SA au capital de 39.239.816 EUR

Article 9 – REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

9.1 The 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.

9.2 Moreover, the Client hereby represents that it does not possess, at the date of signature of the Agreement, inside information, within the meaning of the applicable regulations.

9.3 The 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.

9.4 The 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.

9.6 Each 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.

9.7 The 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.

9.8 The 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.

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.

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

Crédit Agricole Cheuvreux S.A. 

9, quai du Président Paul Doumer – 92400 Courbevoie - France 

Siren 788 108 223 RCS Nanterre - SA au capital de 39.239.816 EUR

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

- 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 June 21, 2022

Crédit Agricole Cheuvreux S.A. 

9, quai du Président Paul Doumer – 92400 Courbevoie - France 

Siren 788 108 223 RCS Nanterre - SA au capital de 39.239.816 EUR

For the Client

Name:	/s/ Tim Dyer
Title: CEO

For KEPLER CHEUVREUX

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

Crédit Agricole Cheuvreux S.A. 

9, quai du Président Paul Doumer – 92400 Courbevoie - France 

Siren 788 108 223 RCS Nanterre - SA au capital de 39.239.816 EUR

EX-23.3

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, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers SA

Geneva, Switzerland

August 19, 2022

1

EX-23.4

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 10, 2022, 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, 2021.

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

/s/ BDO AG

Christoph Tschumi                        Nigel Le Masurier

Zurich, August 19, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form F-1

(Form Type)

Addex Therapeutics Ltd.

(Exact Name of Registrant as Specified in Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Shares, nominal value CHF 1 per share (1)

457

(c)

25,500,000

$

1.37

(2)

$

34,935,000.00

0.0000927

3,238.48

N/A

N/A

N/A

$

N/A

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

0.0000927

$

3,238.48

Total Fees Previously Paid

$

-

Total Fee Offsets

$

-

Net Fee Due

$

3,238.48

(1)	These ordinary shares are represented by ADSs, each of which represents six ordinary shares of the registrant. ADSs issuable on deposit of the ordinary shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 (File No. 333-235561).
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the registrant’s ADSs on the Nasdaq Capital Market on August 16, 2022, of $1.37.