SEC Form POS AM filed by Addex Therapeutics Ltd
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 3
to
UNDER
THE SECURITIES ACT OF 1933
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Switzerland
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2834
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Not Applicable
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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CH-1202 Geneva,
Switzerland
Tel: +41 (0)22884 1555
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Eric Blanchard
Daniel Goldberg Marc Recht David C. Boles Cooley LLP 55 Hudson Yards New York, New York 10001 +1 212 479 6000 |
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Frank Gerhard
Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich, Switzerland +41 43 222 10 00 |
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Page
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Amounts in CHF
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Actual as of
December 31, 2023 |
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Pro Forma as of
December 31, 2023 |
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Pro forma as
Adjusted as of December 31, 2023 |
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(Audited)
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(unaudited)
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(unaudited)
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Cash and cash equivalents
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| | | | 3,865,481 | | | | | | 4,098,974 | | | | | | 9,098,974 | | |
Investments in Associates
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| | | | - | | | | | | - | | | | | | 8,761,958 | | |
Shareholders’ equity
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| | | | | | | | | | | | | | | | | | |
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | 1,843,545 | | | | | | 1,843,545 | | | | | | 1,843,545 | | |
Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | 266,194,689 | | | | | | 266,397,675 | | | | | | 266,397,675 | | |
Other equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | 64,620,223 | | | | | | 64,620,223 | | | | | | 64,620,223 | | |
Treasury shares reserve . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | (909,566) | | | | | | (879,059) | | | | | | (879,059) | | |
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | 29,814,816 | | | | | | 29,814,816 | | | | | | 28,576,774 | | |
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | (360,418,242) | | | | | | (360,418,242) | | | | | | (345,418,242) | | |
Total shareholders’ equity, net . . . . . . . . . . . . . . . . . . . . . .
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| | | | 1,145,465 | | | | | | 1,378,958 | | | | | | 15,140,916 | | |
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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| | | | 1,145,465 | | | | | | 1,378,958 | | | | | | 15,140,916 | | |
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Shares Beneficially Owner
Prior to the Offering |
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Maximum
number of shares to be Sold pursuant this prospectus |
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Shares owned Immediately
After sale of Maximum Number of Shares in this Offering |
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Name of selling shareholder
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Number
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Percentage
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Number
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Percentage
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Armistice Capital Master Fund Ltd
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| | | | 55,809,720 | | | | | | 30.32% | | | | | | 55,809,720 | | | | | | — | | | | | | — | | |
Number of shares
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Number of
registered shareholders on February 29, 2024 |
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1 to 100
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| | | | 195 | | |
101 to 1,000
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| | | | 758 | | |
1,001 to 10,000
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| | | | 963 | | |
10,001 to 100,000
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| | | | 440 | | |
100,001 to 1,000,000
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| | | | 87 | | |
1,000,001 to 10,000,000
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| | | | 5 | | |
Above 10,000,000
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| | | | 2 | | |
Total | | | | | 2,450 | | |
Shareholder structure according to category of investors (weighted by number of shares)
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Private persons
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| | | | 34.97% | | |
Institutional shareholders
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| | | | 4.00% | | |
Treasury shares held by the Group
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| | | | 30.43% | | |
Holders of ADSs listed on Nasdaq not registered in the share register
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| | | | 14.56% | | |
Non identified
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| | | | 16.04% | | |
Total | | | | | 100.00% | | |
Shareholder structure by country (weighted by number of shares)
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United States
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| | | | 3.14% | | |
Switzerland
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| | | | 30.59% | | |
Treasury shares held by the Group
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| | | | 30.43% | | |
Holders of ADSs listed on Nasdaq not registered in the share register
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| | | | 14.56% | | |
Other countries
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| | | | 5.24% | | |
Non identified
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| | | | 16.04% | | |
Total | | | | | 100.00% | | |
Nominal share capital
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December 31, 2021
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CHF
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| | | | 49,272,952 | | |
December 31, 2022
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CHF
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| | | | 1,153,483 | | |
December 31, 2023
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CHF
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| | | | 1,843,545 | | |
February 29, 2024
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CHF
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| | | | 1,843,545 | | |
Conditional share capital
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December 31, 2021
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CHF
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| | | | 24,636,476 | | |
December 31, 2022
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CHF
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| | | | 151,976 | | |
December 31, 2023
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CHF
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| | | | 829,973 | | |
February 29, 2024
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CHF
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| | | | 829,973 | | |
Authorized share capital(1)
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December 31, 2021
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CHF
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| | | | 24,636,476 | | |
December 31, 2022
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CHF
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| | | | — | | |
Capital band(2)
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December 31, 2023
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| | CHF | | | | | 891,173 | | |
February 29, 2024
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| | CHF | | | | | 891,173 | | |
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Service
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Fee
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•
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
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| | Up to U.S. 5¢ per ADS issued | |
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•
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)
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| | Up to U.S. 5¢ per ADS cancelled | |
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Service
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Fee
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•
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
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| | Up to U.S. 5¢ per ADS held | |
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Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (i) exercise of rights to purchase additional ADSs
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| | Up to U.S. 5¢ per ADS held | |
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Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)
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| | Up to U.S. 5¢ per ADS held | |
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ADS Services
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| | Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary | |
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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)
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| | Up to U.S. 5¢ per ADS (or fraction thereof) transferred | |
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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).
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| | Up to U.S. 5¢ per ADS (or fraction thereof) converted | |
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SEC registration fee
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| | | $ | 729 | | |
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Printing
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| | | $ | 32,000 | | |
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Legal fees and expenses
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| | | $ | 145,000 | | |
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Accounting fees and expenses
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| | | $ | 30,000 | | |
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ADSs issuance costs paid by Addex Therapeutics
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| | | $ | 132,314 | | |
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Miscellaneous fees
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| | | $ | 10,000 | | |
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Total
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| | | $ | 350,043 | | |
American Depositary Shares
Representing 55,809,720 Shares
INFORMATION NOT REQUIRED IN PROSPECTUS
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Signature
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Title
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Date
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/s/ Tim Dyer
Tim Dyer
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Chief Executive Officer (Principal Executive Officer) and Director
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April 18, 2024
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/s/ Lénaic Teyssédou
Lénaic Teyssédou
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Head of Finance
(Principal Financial and Accounting Officer) |
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April 18, 2024
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*
Vincent Lawton
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Director
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April 18, 2024
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*
Ray Hill
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Director
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April 18, 2024
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*
Isaac Manke
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Director
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April 18, 2024
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*
Roger Mills
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Director
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April 18, 2024
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*
Jake Nunn
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Director
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April 18, 2024
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*By:
/s/ Tim Dyer
Tim Dyer
Attorney-in-Fact |
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Chief Executive Officer and Director
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April 18, 2024
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Chief Executive Officer