UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-39179
Addex Therapeutics Ltd
(Translation of registrant's name into English)
Chemin des Mines 9,
CH-1202 Geneva,
Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
On November 1, 2022, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated November 1, 2022
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration No. 333-255089) of Addex Therapeutics Ltd and the registration statement on Form S-8 (Registration No. 333-255124) of Addex Therapeutics Ltd (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Addex Therapeutics Ltd | ||
(Registrant) | ||
Date: November 1, 2022 | /s/ Tim Dyer | |
Tim Dyer | ||
Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press release dated November 1, 2022 |
EXHIBIT 99.1
Addex Increases Issued Share Capital to Create Treasury Shares
Ad Hoc Announcement Pursuant to Art. 53 LR
Geneva, Switzerland, November 1, 2022 - Addex Therapeutics (SIX: ADXN and Nasdaq: ADXN), a clinical-stage pharmaceutical company pioneering allosteric modulation-based drug discovery and development (the Company), announced today that it has issued 32,636,476 new registered shares at a nominal value of CHF 0.01 each to Addex Pharma SA, its 100% wholly-owned subsidiary. The new shares, issued from the Company’s authorized capital, are listed on the SIX Swiss Exchange. The transaction has been executed to provide the Group with additional future financing flexibility. The total number of issued shares increased to 97,909,428 at a nominal value of CHF 0.01 each, whilst the outstanding shares remain unchanged.
Swiss Takeover Board Decision
Upon completion of the above-described capital increase, Addex
Pharma SA exceeded the offer threshold of 33 1/3% of the voting rights of the Company. Within this context, the Company has to publish
the decision of the Swiss Takeover Board (the TOB) of August 18, 2022:
"The Takeover Board decides:
The Company's Board of Directors has decided not to publish a separate report within the meaning of Article 61 para. 3 lit. a of the Takeover Ordinance.
Shareholders of the Company who have been holding at least 3% of the voting rights of the Company, whether exercisable or not (a “qualified participation”), since the date of publication of the decision, may file an objection against the decision of the TOB. The objection must be filed with the TOB (Stockerstrasse 54, 8002 Zurich; fax: +41 44 283 17 40) within five (5) trading days from the date of publication of the decision. The first trading day after the publication of the decision on the TOB's website will be the first day of the filing period. The objection must contain a motion, summary reasons and proof of the qualified participation as from the date of the publication of the decision.
Verfügung der Übernahmekommission / Décision de la commission des OPA
(Anm.: da
Addex Therapeutics Ltd keine Unternehmensnachrichten auf Deutsch veröffentlicht, wird die gesetzlich vorgeschriebene Deutschübersetzung
hier wiedergegeben.)
Der Verwaltungsrat von Addex Therapeutics
Ltd hat entschieden, keine Stellungnahme gemäss Art. 61 Abs. 3 lit. a UEV zu veröffentlichen. |
(Remarque: Dans
la mesure où Addex Therapeutics Ltd ne publie pas ses communications d'entreprise en français, la traduction française
requise par la loi est reproduite ici.) "La Commission des OPA décide
Le Conseil d'administration d'Addex Therapeutics
Ltd a décidé de ne pas publier de prise de position conformément à l'art. 61 al. 3 let. a OOPA. |
About Addex Therapeutics:
Addex Therapeutics is 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 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 molecule or biological 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, 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. Addex's second clinical program, dipraglurant (mGlu5 negative allosteric modulator or NAM), is under evaluation for future development in a range of indications. Indivior PLC has licensed Addex’s GABAB PAM program for the development of drug candidates, with a focus on substance use disorder. Addex is also advancing a broad preclinical pipeline, which includes development of a range of GABAB PAMs for CMT1A, chronic cough and several types of pain, mGlu7 NAM for stress related disorders, mGlu2 NAM for mild neurocognitive disorders and depression, M4 PAM for schizophrenia and other forms of psychosis, as well as mGlu4 PAM and mGlu3 PAM. Addex shares are listed on the SIX Swiss Exchange and American Depositary Shares representing its shares are listed on the NASDAQ Capital Market, and trade under the ticker symbol "ADXN" on each exchange.
Contact:
Tim
Dyer Chief Executive Officer Telephone: +41 22 884 15 55 PR@addextherapeutics.com |
Mike
Sinclair Partner, Halsin Partners +44 (0)7968 022075 msinclair@halsin.com |
Addex Forward Looking Statements:
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including the ability to discover molecules
as part of the Indivior collaboration, the progress of clinical trials and preclinical studies, including the timing of data read-outs
from the ADX71149 epilepsy study, and our intended strategic direction. The words “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,” “target”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Any forward-looking statements in this press release, such as receipt of ongoing research payments and timing of the
collaboration conclusion, 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 or results to differ materially from those expressed or implied by any forward-looking
statements contained in this press release, including, without limitation, uncertainties related to market conditions. These and other
risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Addex Therapeutics’
Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the SEC on March 10, 2022, the prospectus supplement and
accompanying prospectus and other filings that Addex Therapeutics may make with the SEC in the future. Any forward-looking statements
contained in this press release represent Addex Therapeutics’ views only as of the date hereof and should not be relied upon as
representing its views as of any subsequent date. Addex Therapeutics explicitly disclaims any obligation to update any forward-looking
statements.