Addex Therapeutics Terminates Cantor Fitzgerald Sales Agreement

TL;DR

**Addex just cut ties with Cantor for stock sales, signaling a shift in their fundraising game.**

AI Summary

Addex Therapeutics Ltd. terminated its "Controlled Equity Offering SM Sales Agreement" with Cantor Fitzgerald & Co. on January 29, 2024, effective immediately. This agreement, established on June 29, 2021, allowed Addex to sell its American Depositary Shares (ADSs) through Cantor. This termination matters to investors because it signals a change in Addex's strategy for raising capital, potentially indicating they no longer need to sell ADSs via this specific at-the-market facility or are exploring alternative financing methods.

Why It Matters

This termination means Addex Therapeutics will no longer use Cantor Fitzgerald & Co. to sell its American Depositary Shares (ADSs) through an 'at-the-market' offering, impacting its immediate capital-raising flexibility.

Risk Assessment

Risk Level: medium — While not inherently negative, terminating a sales agreement for capital raises introduces uncertainty about future financing plans, which can be a medium risk for investors.

Analyst Insight

An investor should monitor Addex Therapeutics for announcements regarding new financing strategies or partnerships, as the termination of this agreement suggests a pivot in their capital-raising approach.

Key Numbers

• 120 — Ordinary Shares per ADS (current ratio of ordinary shares to American Depositary Shares)
• 6 — Ordinary Shares per ADS (previous ratio of ordinary shares per ADS prior to October 23, 2023)

Key Players & Entities

• Addex Therapeutics Ltd. (company) — the registrant terminating the agreement
• Cantor Fitzgerald & Co. (company) — the sales agent whose agreement was terminated
• January 29, 2024 (date) — effective date of the termination
• June 29, 2021 (date) — original date of the Cantor Sales Agreement
• CHF 0.01 (dollar_amount) — nominal value per ordinary share

Forward-Looking Statements

• Addex Therapeutics will seek alternative methods for capital raising. (Addex Therapeutics Ltd.) — medium confidence, target: Q1 2024
• The termination may lead to short-term volatility in Addex's stock as investors assess future financing. (Addex Therapeutics Ltd.) — low confidence, target: February 2024

FAQ

Key Financial Figures

• $10.12 — Ordinary Shares at an average price of $10.12 per ADS under the Cantor Sales Agreemen
• $12,000 — roceeds to the company of approximately $12,000. The sales agreement prospectus for the
• $2.15 million — ng an aggregate offering price of up to $2.15 million through H.C. Wainwright as its sales ag

Filing Documents

• tm244316d2_6k.htm (6-K) — 16KB
• tm244316d2_ex1-1.htm (EX-1.1) — 219KB
• tm244316d2_ex5-1.htm (EX-5.1) — 26KB
• tm244316d2_ex5-1img001.jpg (GRAPHIC) — 1KB
• tm244316d2_ex5-1img002.jpg (GRAPHIC) — 4KB
• 0001104659-24-008318.txt ( ) — 269KB

From the Filing

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 January 2024 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 Form 40-F INCORPORATION BY REFERENCE This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (No. 333-255089) and S-8 (Nos. 333-272515 and 333-255124), of Addex Therapeutics Ltd (the “ Company ”) (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. Termination of Controlled Equity Offering SM Sale Agreement with Cantor On January 29, 2024, the Company terminated its Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co. (“ Cantor ”), dated as of June 29, 2021 (the “ Cantor Sales Agreement ”), effective immediately. The Cantor Sales Agreement provided for the offer and sale of the Company’s American Depositary Shares (the “ ADSs ”), each representing one hundred and twenty ordinary shares (nominal value CHF 0.01 per share) (the “ Ordinary Shares ”), from time to time through Cantor as its sales agent, subject to the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Prior to October 23, 2023, the ratio of Ordinary Shares per ADS was six Ordinary Shares per ADS. Sales of ADSs through Cantor were to be made (A) in negotiated transactions with the consent of the Company or (B) by any other method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transaction, sales made directly on the Nasdaq Capital Market or sales made into any other existing trading market for the ADSs. Through January 26, 2024, the Company sold 1,200 ADSs representing 7,200 Ordinary Shares at an average price of $10.12 per ADS under the Cantor Sales Agreement, resulting in gross proceeds to the company of approximately $12,000. The sales agreement prospectus for the Cantor Sales Agreement was terminated on December 15, 2021 and no sales of ADSs under the Cantor Sales Agreement have been made since that time. The foregoing description of the Cantor Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Cantor Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s report on Form 6-K filed with the SEC on June 30, 2021. Entry into At The Market Offering Agreement with H.C. Wainwright & Co., LLC On January 30, 2024, the Company entered into an At The Market Offering Agreement (the “ ATM Agreement ”) with H.C. Wainwright & Co., LLC (“ H.C. Wainwright ”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, ADSs having an aggregate offering price of up to $2.15 million through H.C. Wainwright as its sales agent. The issuance and sale, if any, of the ADSs by the Company under the ATM Agreement will be made pursuant to the Company’s effective registration statement on Form F-3 (Registration Statement No. 333-255089). H.C. Wainwright may sell the ADSs by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for the ADSs. H.C. Wainwright will use commercially reasonable efforts to sell the ADSs from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay H.C. Wainwright a commission equal to three percent (3.0%) of the gross sales proceeds of any ADSs sold through H.C. Wainwright under the ATM Agreement, and also has provided H.C. Wainwright with customary indemnification and contribution rights. The Company is not obligated to make any sales of ADSs under the ATM Agreement. The Company or H.C. Wainwright may suspend or terminate the offering of ADSs upon notice to the other party and subject to other conditions. H.C. Wainwright will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and

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View this 6-K filing on SEC EDGAR