Ad Hoc Announcement Pursuant to Art. 53 LR
Geneva, Switzerland, October 20, 2023 - Addex Therapeutics (SIX and Nasdaq: ADXN), a clinical-stage pharmaceutical company pioneering allosteric modulation-based drug discovery and development, today announced that the Company’s previously disclosed change to its American Depositary Shares (“ADSs”) to ordinary share ratio has been accepted by Nasdaq and will be effective on October 23, 2023. The ratio will change from one (1) ADS to six (6) ordinary shares to a new ADS ratio of one (1) ADS to one hundred and twenty (120) ordinary shares (the “Ratio Change”).
For the Company’s ADS holders, the change in the ADS ratio has the same effect as a one (1) for twenty (20) reverse ADS split and is intended to enable the Company to regain compliance with the Nasdaq minimum bid price requirement. At the effective date of the Ratio Change, all ADSs then held will be cancelled and new ADSs will be issued, whereby for every twenty (20) ADSs cancelled, one new ADS will be issued. Holders of uncertificated ADSs will have their ADSs automatically exchanged.
The Ratio Change has no impact on the Company’s underlying ordinary shares, and no ordinary shares will be issued or cancelled in connection with the Ratio Change. The Ratio Change affects all ADS holders uniformly and will not alter any ADS holder’s percentage interest in the company’s equity, except to the extent that the Ratio Change would have resulted in an ADS holder owning fractional ADS. No fractional ADSs will be issued in the Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank. Addex’s ADSs will continue to be traded on the Nasdaq Capital Market under the ticker symbol “ADXN”.
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) is in a Phase 2 clinical trial for the treatment of epilepsy. The company’s second clinical program, dipraglurant (mGlu5 negative allosteric modulator or NAM), is under evaluation for future development in post-stroke recovery. 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 PAM for chronic cough, mGlu7 NAM for stress related disorders, M4 PAM for schizophrenia and other forms of psychosis and mGlu2 NAM for mild neurocognitive disorders and depression. 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.
Contacts:
| 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 statements about the intended use of proceeds of the offering. 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, 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, 2022, as filed with the SEC on March 30, 2023, the final 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.
