Growth Equity Fund Updates Addex Therapeutics Stake

TL;DR

Growth Equity Fund IV updated its Addex Therapeutics filing. Watch for changes.

AI Summary

On August 5, 2024, Growth Equity Opportunities Fund IV, LLC filed an amendment (No. 6) to its Schedule 13D regarding Addex Therapeutics Ltd. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. The filing is an update to previous submissions concerning Addex Therapeutics.

Why It Matters

This filing signals a potential shift in major shareholder influence or strategy for Addex Therapeutics, which could impact its stock performance and future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate events or shifts in control, introducing uncertainty.

Key Players & Entities

• Growth Equity Opportunities Fund IV, LLC (company) — Filer of the Schedule 13D/A
• Addex Therapeutics Ltd. (company) — Subject company of the Schedule 13D/A
• ANTHONY A. FLORENCE, JR. (person) — Group member of the filer
• FOREST BASKETT (person) — Group member of the filer
• MOHAMAD H. MAKHZOUMI (person) — Group member of the filer
• NEA 15 GP, LLC (company) — Group member of the filer
• NEA PARTNERS 15, L.P. (company) — Group member of the filer
• NEW ENTERPRISE ASSOCIATES 15, L.P. (company) — Group member of the filer
• SCOTT D. SANDELL (person) — Group member of the filer

FAQ

Key Financial Figures

• $7.90 — 0,000 Shares at prices that ranged from $7.90 to $8.59 per ADS. As of August 5, 2024,
• $8.59 — res at prices that ranged from $7.90 to $8.59 per ADS. As of August 5, 2024, GEO held

Filing Documents

• geoiv-addex_18859.htm (SC 13D/A) — 346KB
• 0001072613-24-000602.txt ( ) — 348KB

Security

Item 1. Security and Issuer . This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on January 22, 2021, Amendment No. 1 filed on January 10, 2022, Amendment No. 2 filed on August 23, 2022, Amendment No. 3 filed on November 28, 2022, Amendment No. 4 filed on April 10, 2023 and Amendment No. 5 filed on December 8, 2023, relating to the shares, nominal value CHF 0.01 per share (the “Shares”), including Shares represented by American Depositary Shares (the “ADSs”), with each ADS representing one hundred and twenty Shares, of Addex Therapeutics Ltd. (the “Issuer”) having its principal executive office at Chemin des Mines 9, CH-1202 Geneva, Switzerland. Certain terms used but not defined in this Amendment No. 6 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto).

Identity

Item 2. Identity and Background . This (a) Growth Equity Opportunities Fund IV, LLC (“GEO”); (b) New Enterprise Associates 15, L.P. (“NEA 15”), which is the sole member of GEO, NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners 15, the “Control Entities”), which is the sole general partner of NEA Partners 15; and (c) Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”) (together, the “Managers”). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.” The address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011. The principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has

Source

Item 3. Source and Amount of Funds or Other Consideration . Not applicable. CUSIP No.00654J206 13D Page 11 of 18 Pages

Purpose

Item 4. Purpose of Transaction . From July 22, 2024 to August 1, 2024, GEO completed open market sales as part of a series of public sales whereby GEO sold in the aggregate 9,000 ADSs representing 1,080,000 Shares at prices that ranged from $7.90 to $8.59 per ADS. As of August 5, 2024, GEO held 4,568,690 Shares (the “Ordinary Shares”) and a warrant to purchase 2,055,910 Shares (the “Warrant Shares” and, together with the Ordinary Shares, the “GEO Shares”). Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer’s business or corporate structure; (g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity secu

Interest

Item 5. Interest in Securities of the Issuer . (a) GEO is the record owner of the GEO Shares. As the sole member of GEO, NEA 15 may be deemed to own beneficially the GEO Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the GEO Shares. Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record. The percentage of outstanding Shares of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 130,321,967 shares, which includes (i) 128,266,057 Shares reported to be outstanding as of March 31, 2024 in the Issuer’s Form 6-K, filed with the SEC on June 6, 2024 and (ii) the Warrant Shares. CUSIP No.00654J206 13D Page 12 of 18 Pages (b) Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets. (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets (c) Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Shares during the last 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. (e) Not applicable.

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . Not applicable.

Material

Item 7. Material to be Filed as Exhibits . Exhibit 1 – Agreement regarding filing of joint Schedule 13D. Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. CUSIP No.00654J206 13D Page 13 of 18 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this EXECUTED this 5 th day of August, 2024 GROWTH EQUITY OPPORTUNITIES FUND IV, LLC By: NEW ENTERPRISE ASSOCIATES 15, L.P. Sole Member By: NEA PARTNERS 15, L.P. General Partner By: NEA 15 GP, LLC General Partner By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * Mohamad Makhzoumi Managing Partner and Co-Chief Executive Officer NEW ENTERPRISE ASSOCIATES 15, L.P. By: NEA PARTNERS 15, L.P. General Partner By: NEA 15 GP, LLC General Partner By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * Mohamad Makhzoumi Managing Partner and Co-Chief Executive Officer NEA PARTNERS 15, L.P. By: NEA 15 GP, LLC General Partner By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * M ohamad Makhzoumi Managing Partner and Co-Chief Executive Officer NEA 15 GP, LLC By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * Mohamad Makhzoumi Managing Partner and Co-Chief Executive Officer CUSIP No.00654J206 13D Page 14 of 18 Pages * Forest Baskett * Anthony A. Florence, Jr. * Mohamad H. Makhzoumi * Scott D. Sandell */s/ Zachary Bambach Zachary Bambach As attorney-in-fact This Amendment No. 6 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2. CUSIP No.00654J206 13D Page 15 of 18 Pages EXHIB

View Full Filing

View this SC 13D/A filing on SEC EDGAR