Ad hoc announcement Pursuant to art. 53LR
Geneva, Switzerland, July 262022 – Addex Therapeutics Ltd (SIX: ADXN and Nasdaq: ADXN), a clinical-stage pharmaceutical company pioneering the discovery and development of drugs based on allosteric modulation, announced today that it has completed an equity financing transaction closed on July 22, 2022 with Armistice Master (“Armistice”), a healthcare-focused institutional investor, pursuant to which the Company sold 4,500,000 shares in the form of 750,000 American Depositary Shares (“ADS”) at a price gross purchase price of $1.70 per ADS, equivalent to CHF 0.27 per share, in an offer registered with the US Securities and Exchange Commission (“SEC”). Each ADS represents six shares. In addition, Addex has issued to Armistice unregistered warrants to purchase up to 15,000,000 shares in the form of 2,500,000 ADS (the “Unregistered Warrants”), as well as unregistered prefunded warrants to purchase up to 10,500,000 shares in the form of 1,750,000 ADS (the “Unregistered Prefunded Warrants” and, together with the Unregistered Warrants, the “Warrants”) pursuant to a concurrent private placement. The terms of the equity financing transaction were amended on July 22, 2022 to increase the number of ADSs sold by 200,000 ADSs and decrease by 200,000 the number of ADSs that may be issued upon exercise of the warrants. non-registered pre-funded subscriptions sold pursuant to the concurrent private placement. The non-registered warrants have an exercise price of $1.90 per ADS, will become exercisable within 60 days from their date of issue and will expire five years from their date of issue. The non-registered pre-funded warrants were funded at $1.69, of which $0.01 payable upon exercise.
Gross proceeds to Addex, before offering costs, were $4.2 million. Addex intends to use the net proceeds from this offering to advance its clinical and preclinical pipeline.
“With this funding in place, we are now in a stronger financial position with liquidity through 2023 as we focus on securing strategic partners for certain pipeline assets, execute our strategic collaboration with Indivior and look forward with looking forward to reading the data. of the ADX71149 Phase 2 epilepsy clinical trial,” said Tim Dyer, CEO of Addex.
The Shares (but not the Warrants or the Shares underlying the Warrants) were offered by Addex pursuant to a “pending” registration statement on Form F-3 which was originally filed on April 7, 2021 and declared effective by the SEC on April 13, 2021 and the base prospectus therein (File No. 333-255089). The offering of shares has been made only by means of a prospectus supplement which forms part of the registration statement. Electronic copies of the Prospectus Supplement and the accompanying Base Prospectus may be obtained, when available, from the SEC’s website at http://www.sec.gov.
The Warrants and the Shares underlying the Warrants have been offered by way of private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as (the “Act”), and Regulation D promulgated thereunder and, together with the shares underlying the Warrants, have not been registered under the Act or applicable state laws on securities. Accordingly, the Warrants and the underlying Shares may only be offered or sold in the United States pursuant to an effective registration statement or an applicable exemption from the registration requirements of applicable law and applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Addex Therapeutic:
Addex Therapeutics is a clinical-stage pharmaceutical company focused on the development and commercialization of an emerging class of new, orally available, small molecule drugs known as allosteric modulators for neurological disorders. Allosteric modulators offer several potential advantages over conventional non-allosteric molecules and may offer an improved therapeutic approach to conventional “orthosteric” small molecules or biologic drugs. Addex’s allosteric modulator drug discovery platform targets receptors and other proteins that are recognized as essential for therapeutic intervention. Addex’s lead drug candidate, dipraglurant (negative allosteric modulator mGlu5 or NAM), is being evaluated for future development in a range of indications. Addex’s second clinical program, ADX71149 (mGlu2 positive allosteric modulator or PAM), developed in collaboration with Janssen Pharmaceuticals, Inc., is in a phase 2a proof-of-concept clinical trial for the treatment of epilepsy. Indivior PLC has licensed Addex’s GABABPAM program for the development of drug candidates, with a focus on substance use disorders. Addex is also advancing an extensive preclinical pipeline, which includes GABABPAM, mGlu7NAM, mGlu2NAM, M4PAM, mGlu4PAM and mGlu3PAM. Addex shares are listed on the SIX Swiss Exchange and the American Depositary Shares representing its shares are listed on the NASDAQ Capital Market and trade under the symbol “ADXN” on each stock exchange.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including with respect to the anticipated closing of the offering described above and the progress of clinical trials and preclinical studies, including the timing of data reads from the ADX71149 epilepsy study and our planned strategic direction. The words “may”, “will”, “could”, “should”, “should”, “expect”, “plan”, “anticipate”, “intend”, “believe”, ” estimates’, ‘predicts’, ‘project’, ‘potential’, ‘pursue’, ‘target’ and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements contained in this press release, such as the expected closing date and the use of proceeds from the offering, are based on management’s current expectations and beliefs and are subject to a number of risks. , uncertainties and important factors that may cause actual events to differ materially from those expressed or implied by the forward-looking statements contained in this press release, including, without limitation, uncertainties related to the use of the proceeds of the offer and to market conditions. These and other risks and uncertainties are described in more detail in the section titled “Risk Factors” of Addex Therapeutics’ Annual Report on Form 20-F for the fiscal year ended December 31, 2021, as filed. with the SEC on March 10, 2022, the Prospectus Supplement and the accompanying Prospectus and other documents that Addex Therapeutics will file with the SEC in the future. All forward-looking statements contained in this press release represent the views of Addex Therapeutics only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Addex Therapeutics expressly disclaims any obligation to update forward-looking statements.