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Addex Completes ADS Ratio Change

Key Takeaway: Addex Therapeutics has announced a change to its American Depositary Shares (ADS) to ordinary share ratio, effective October 23, 2023. The new ratio will shift from 1 ADS to 6 ordinary shares to 1 ADS to 120 ordinary shares, effectively functioning as a reverse ADS split. This adjustment is intended to help the company comply with Nasdaq's minimum bid price requirement and will not affect the company's ordinary shares or the percentage equity interest of ADS holders. The change will be applied uniformly across all ADS holders, ensuring no fractional ADSs are issued in the process.

Market Sentiment Analysis

POSITIVE FACTORS

  • Change in ADS ratio aims to regain compliance with Nasdaq requirements
  • No impact on the company's underlying ordinary shares
  • The Ratio Change is uniform for all ADS holders

Full Press Release Details

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.
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.

Frequently Asked Questions

What is the new ADS to ordinary share ratio for Addex?

The new ADS to ordinary share ratio is one ADS to one hundred twenty ordinary shares.

When will the new ADS ratio take effect?

The new ADS ratio will take effect on October 23, 2023.

How will the ratio change affect ADS holders?

The ratio change will act as a one-for-twenty reverse split for ADS holders.

Will there be any impact on ordinary shares due to the ratio change?

No, there will be no issuance or cancellation of ordinary shares due to this change.

What happens to fractional ADS entitlements?

Fractional ADS entitlements will be aggregated and sold, with net proceeds distributed.

Last updated: Oct 20, 2023