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Name | Symbol | Market | Type |
---|---|---|---|
Addex Therapeutics Ltd | NASDAQ:ADXN | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0846 | -0.96% | 8.7155 | 8.70 | 8.80 | 8.81 | 8.5675 | 8.81 | 2,237 | 20:51:00 |
|
Switzerland
|
| |
2834
|
| |
Not Applicable
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Joshua A. Kaufman
Daniel Goldberg Marc Recht David C. Boles Cooley LLP 55 Hudson Yards New York, New York 10001 +1 212 479 6000 |
| |
Frank Gerhard
Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich, Switzerland +41 43 222 10 00 |
|
| | |
Page
|
| |||
EXPLANATORY NOTE | | | | | | | |
| | | | ii | | | |
| | | | iii | | | |
| | | | 1 | | | |
| | | | 6 | | | |
| | | | 8 | | | |
| | | | 10 | | | |
| | | | 12 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 15 | | | |
| | | | 17 | | | |
| | | | 25 | | | |
| | | | 36 | | | |
| | | | 38 | | | |
| | | | 38 | | | |
| | | | 38 | | | |
| | | | 38 | | | |
| | | | 40 | | | |
| | | | 41 | | |
Amounts in CHF
|
| |
As of
September 30, 2023 Actual |
| |
Adjusted as of
September 30, 2023 Actual |
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Cash and cash equivalents
|
| | | | 4,754,107 | | | | | | 4,781,687 | | |
Shareholders’ equity | | | | ||||||||||
Share capital
|
| | | | 1,424,993 | | | | | | 1,629,345 | | |
Share premium
|
| | | | 264,423,284 | | | | | | 265,457,778 | | |
Other equity
|
| | | | 64,620,223 | | | | | | 64,620,223 | | |
Treasury shares reserve
|
| | | | (635,580) | | | | | | (758,213) | | |
Other reserves
|
| | | | 31,672,921 | | | | | | 30,584,288 | | |
Accumulated deficit
|
| | | | (357,561,406) | | | | | | (357,561,406) | | |
Total shareholders’ equity, net
|
| | | | 3,944,435 | | | | | | 3,972,015 | | |
Total capitalization
|
| | | | 3,944,435 | | | | | | 3,972,015 | | |
| | |
Shares Beneficially Owner
Prior to Offering(1) |
| |
Maximum
Number of shares to be Sold Pursuant to this prospectus |
| |
Shares Owned
Immediately After Sale of Maximum Number of Shares in this Offering(2) |
| |||||||||||||||||||||
Name of selling shareholder
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
Armistice Capital Master Fund Ltd(3)
|
| | | | 66,369,720 | | | | | | 39.39% | | | | | | 61,929,720 | | | | | | — | | | | | | — | | |
Number of shares
|
| |
Number of
registered shareholders on November 27, 2023 |
| |||
1 to 100
|
| | | | 205 | | |
101 to 1,000
|
| | | | 779 | | |
1,001 to 10,000
|
| | | | 985 | | |
10,001 to 100,000
|
| | | | 423 | | |
100,001 to 1,000,000
|
| | | | 63 | | |
1,000,001 to 10,000,000
|
| | | | 5 | | |
Above 10,000,000
|
| | | | 2 | | |
Total | | | | | 2,462 | | |
Shareholder structure according to category of investors (weighted by number of shares)
|
| | | | | | |
Private persons
|
| | | | 35.76% | | |
Institutional shareholders
|
| | | | 4.47% | | |
Treasury shares held by the Group
|
| | | | 26.92% | | |
Holders of ADSs listed on Nasdaq not registered in the share register
|
| | | | 18.55% | | |
Non identified
|
| | | | 14.30% | | |
Total | | | | | 100.00% | | |
Shareholder structure by country (weighted by number of shares)
|
| | | | | | |
United States
|
| | | | 3.56% | | |
Switzerland
|
| | | | 30.82% | | |
Treasury shares held by the Group
|
| | | | 26.92% | | |
Holders of ADSs listed on Nasdaq not registered in the share register
|
| | | | 18.55% | | |
Other countries
|
| | | | 5.84% | | |
Non identified
|
| | | | 14.30% | | |
Total | | | | | 100.00% | | |
Nominal share capital
|
| | | |
December 31, 2020
|
| |
CHF 32,848,635
|
|
December 31, 2021
|
| |
CHF 49,272,952
|
|
December 31, 2022
|
| |
CHF 1,153,483
|
|
November 27, 2023
|
| |
CHF 1,629,345(1)
|
|
Conditional share capital
|
| | | |
December 31, 2020
|
| |
CHF 16,424,317
|
|
December 31, 2021
|
| |
CHF 24,636,476
|
|
December 31, 2022
|
| |
CHF 151,976
|
|
November 27, 2023
|
| |
CHF 276,880
|
|
Authorized share capital(2)
|
| | | |
December 31, 2020
|
| |
CHF 16,424,317
|
|
December 31, 2021
|
| |
CHF 24,636,476
|
|
December 31, 2022
|
| |
CHF —
|
|
Capital band(3)
|
| | | |
November 27, 2023
|
| |
CHF 400,742
|
|
|
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 | |
|
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 | |
|
SEC registration fee
|
| | | $ | 729 | | |
|
Printing
|
| | | $ | 32,000 | | |
|
Legal fees and expenses
|
| | | $ | 125,000 | | |
|
Accounting fees and expenses
|
| | | $ | 25,000 | | |
|
ADSs issuance costs paid by Addex Therapeutics
|
| | | $ | 132,314 | | |
|
Miscellaneous fees
|
| | | $ | 10,000 | | |
|
Total
|
| | | $ | 300,043 | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Tim Dyer
Tim Dyer
|
| |
Chief Executive Officer
(Principal Executive Officer) and Director |
| |
November 29, 2023
|
|
|
/s/ Lénaic Teyssédou
Lénaic Teyssédou
|
| |
Head of Finance
(Principal Financial and Accounting Officer) |
| |
November 29, 2023
|
|
|
*
Vincent Lawton
|
| |
Director
|
| |
November 29, 2023
|
|
|
*
Ray Hill
|
| |
Director
|
| |
November 29, 2023
|
|
|
*
Isaac Manke
|
| |
Director
|
| |
November 29, 2023
|
|
|
*
Roger Mills
|
| |
Director
|
| |
November 29, 2023
|
|
|
*
Jake Nunn
|
| |
Director
|
| |
November 29, 2023
|
|
|
*By:
/s/ Tim Dyer
Tim Dyer
Attorney-in-Fact |
| |
Chief Executive Officer and Director
|
| |
November 29, 2023
|
|
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
Addex Therapeutics Ltd
Geneva, Switzerland
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Post-Effective Amendment No. 2 to Registration Statement (Registration No. 333-271611) of our report dated March 30, 2023, relating to the consolidated financial statements of Addex Therapeutics Ltd appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
BDO AG
/s/ Christoph Tschumi | /s/ Grégoire Weber | |
Christoph Tschumi | Grégoire Weber |
Zurich, November 29, 2023
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