On April 3, 2023 Addex Therapeutics Ltd (SIX: ADXN and Nasdaq: ADXN), a clinical-stage pharmaceutical company pioneering allosteric modulation-based drug discovery and development, reported that it has entered into a definitive agreement with a leading institutional healthcare investor (the "Investor") to sell 7,999,998 shares in the form of 1,333,333 American Depositary Shares ("ADSs") at a gross purchase price of $0.95 per ADS (Press release, Addex Therapeutics, APR 3, 2023, View Source [SID1234629728]). Each ADS represents six shares. Additionally, Addex has agreed to issue unregistered pre-funded warrants to purchase 3,929,825 ADSs (the "Unregistered Pre-Funded Warrants") at a funded amount of $0.94 with $0.01 payable on exercise as well as unregistered warrants to purchase up 5,263,158 ADSs (the "Unregistered Warrants" and together with the "Unregistered Pre-Funded Warrants", the "Warrants") in a concurrent private placement. The Unregistered Warrants have an exercise price of $1 per ADS, will become exercisable in 90 days after their date of issuance and will expire five years from their date of issuance. Each ADS represents 6 ordinary shares.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
The gross proceeds to Addex, before deducting offering expenses, will be $5.0 million. Addex intends to use the net proceeds from this offering to advance its portfolio of drug candidates and for general corporate purposes.
The closing of the offering is expected to occur on or about April 5, 2023, subject to the satisfaction of customary closing conditions.
Addex also entered into warrant repricing transactions with the Investor to amend previously issued warrants to reduce the exercise price of such warrants, as well as to amend certain other terms. The warrants to be amended were originally issued in private placements that closed on December 21, 2021 ("Original 2021 Warrants") and July 26, 2022 ("Original 2022 Warrants"). The Original 2021 Warrants are currently exercisable at $6.50 per ADS to purchase an aggregate of up to 1,538,462 ADSs. The Original 2022 Warrants are currently exercisable at $1.90 per ADS to purchase an aggregate of up to 2,500,000 ADSs.
By letter agreement, dated April 3, 2023, Addex and the Investor agreed to amend the Original 2021 Warrants and Original 2022 Warrants to reduce their exercise price to $1 per ADS ("Reduced Exercise Price") and certain other amendments (the "Amended Warrants"). The Amended Warrants will not be exercisable until July 5, 2023.
The ADSs (but not the Warrants or the shares underlying the Warrants) are being offered by Addex pursuant to a "shelf" registration statement on Form F-3 that was originally filed on April 7, 2021 and declared effective by the Securities and Exchange Commission ("SEC") on April 13, 2021 and the base prospectus contained therein (File No. 333-255089). The offering of the shares is being made only by means of a prospectus supplement that forms a part of the registration statement. Electronic copies of the prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC’s website at View Source
The Warrants, the shares underlying the Warrants and the Amended Warrants are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares underlying the Warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the Warrants, the Amended Warrants and underlying shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.