UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 7)*
Addex Therapeutics
Ltd
(Name of Issuer)
American Depositary
Shares, each representing 120 ordinary shares
Ordinary shares
(Title of Class of
Securities)
00654J206**
(CUSIP Number)
Timothy Mark
Dyer
c/o Addex Therapeutics
Ltd
Chemin
des Mines 9,
CH-
1202 Geneva, Switzerland
Telephone: +
41 22 884 1555
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November 27,
2023
(Date of Event Which
Requires Filing of This Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
**CUSIP number
00654J206 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed
on The Nasdaq Stock Market under the symbol “ADXN.” Each ADS represents six ordinary shares of the Issuer. No CUSIP number
has been assigned to the ordinary shares of the Issuer.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Name of Reporting Persons. I.R.S.
Identification No(s). of above person(s) (entities only)
Timothy Mark Dyer |
| 2. |
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨
(b) x |
| 3. |
SEC
USE ONLY |
| 4. |
Source of Funds (See Instructions)
OO PF |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
Not applicable |
| 6. |
Citizenship or Place of Organization
Switzerland and United Kingdom |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
7. |
Sole Voting
Power
16,863,355
(1) |
| 8. |
Shared Voting
Power
0 |
| 9. |
Sole Dispositive
Power
16,863,355
(1) |
| 10. |
Shared Dispositive
Power
0 |
| 11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
16,863,355
(1) |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. |
Percent of
Class Represented by Amount in Row (11)
14.16%(2) |
| 14. |
Type of Reporting
Person (See Instructions)
IN |
| |
|
|
|
(1) Consists
of 16,848,979 ordinary shares and 14,376 ordinary shares issuable upon exercise of warrants.
(2) Represents
the percentage ownership based on 119,073,893 ordinary shares of Addex Therapeutics Ltd outstanding as of November 27, 2023, as
reported in the Issuer’s Post-Effective Amendment No.2 to Form F-1 (File No.333-271611) filed on November 29, 2023.
Statement on
Schedule 13D
This Amendment
No. 7 (“Amendment No.7”) amends and restates the Statement on Schedule 13D initially filed on November 3, 2020
and amended on April 5, 2023 (as amended, the “Original Schedule 13D”). This Amendment No.7 is being filed to update
the aggregate percentage of the class of securities of the Issuer owned by the Reporting Person due to the dilution caused by the Issuer’s
additional sales of shares from time to time since the filing of the Original Schedule 13D. The Issuer reported outstanding shares
as of November 27, 2023 in the Post-Effective Amendment No.2 to Form F-1 (File No.333-271611) filed on November 29, 2023
and the reporting person exercised 7,008,033 equity incentive units to purchase 7,0008,033 shares listed on SIX Swiss Exchange on November 27,
2023 causing a variation of more than one (1%) from the percentages reported in the Original Schedule 13D.
Item 1. Security
and Issuer.
This Schedule 13D
relates to the ordinary shares, nominal value CHF 0.01 per share (the “Shares”), of Addex Therapeutics Ltd (the “Issuer”).
The Issuer’s principal executive office is located at Chemin des Mines 9, CH- 1202 Geneva, Switzerland.
Item 2. Identity
and Background
(a) Timothy
Mark Dyer, an individual (“Reporting Person”).
(b) The
business address of Reporting Person is c/o Addex Therapeutics Ltd, Chemin des Mines 9, CH- 1202 Geneva, Switzerland.
(c) Reporting
Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer.
(d)–(e) During
the last five years, Reporting Person has not been (1) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Reporting
Person is a citizen of Switzerland and United Kingdom.
| Item 3. | Source and Amount of Funds
or Other Consideration |
Reporting
Person is deemed to beneficially own 16,863,355 Shares of the Issuer as reflected in this Schedule 13D.
Prior
to May 21, 2007, Reporting Person acquired 7,811 founder shares at a purchase price of CHF 1.00. The source of funds for such purchase
was Reporting Person’s personal funds.
On
August 9, 2013, Reporting Person acquired 36,364 Shares at a purchase price of CHF 2.75 per share through participation in a private
placement. The source of funds for such purchase was Reporting Person’s personal funds.
On
June 30, 2014, Reporting Person was granted stock options from the Issuer to purchase 400,000 Shares issuable upon exercise of options
as compensation for his service as Chief Executive Officer of the Issuer. On October 26, 2022, Reporting Person exercised the options
and acquired 400,000 Shares that are all freely tradable. The deferred strike price was CHF 0.13 for each share acquired.
On
July 1, 2014, Reporting Person received 18,143 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
July 14, 2014, Reporting Person received 24,588 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
January 7, 2015, Reporting Person received 17,063 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
March 6, 2015, Reporting Person acquired 33,333 Shares at a purchase price of CHF 3.00 per share during a private placement. The
source of funds for such purchase was Reporting Person’s personal funds.
On
July 28, 2015, Reporting Person received 17,149 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
January 28, 2016, Reporting Person received 17,461 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
August 2, 2016, Reporting Person received 20,263 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
January 16, 2017, Reporting Person received 23,001 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
February 28, 2017, Reporting Person was granted stock options from the Issuer to purchase 229,480 Shares issuable upon exercise
of options as compensation for his service as Chief Executive Officer of the Issuer. On October 26, 2022, Reporting Person exercised
the options and acquired 229,480 Shares that are all freely tradable. The deferred strike price was CHF 0.13 for each share acquired.
On
July 28, 2017, Reporting Person received 23,187 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
December 23, 2017, Reporting Person was granted stock options from the Issuer to purchase 1,052,250 Shares. On October 26,
2022, Reporting Person exercised the options and acquired 1,052,250 Shares that are all freely tradable. The deferred strike price was
CHF 0.13 for each share acquired.
On
December 23, 2017, Reporting Person acquired 108,000 Shares through the exercise of options of which 53,000 and 55,000 were received
on June 1, 2010 and November 15, 2011 respectively. The exercise price was CHF 1.00 for the Shares acquired and the source
of funds for such purchase was Reporting Person’s personal funds.
On
January 4, 2018, Reporting Person received 24,519 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
August 15, 2018, Reporting Person received 18,226 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
March 28, 2018, Reporting Person acquired 31,948 Shares at a purchase price of CHF 3.13 per share through participation in a private
placement and received 14,376 warrants. The source of funds for such purchase was Reporting Person’s personal funds.
On
June 1, 2018, Reporting Person was granted stock options from the Issuer to purchase 1,199,662 Shares. On October 26, 2022,
Reporting Person exercised the options and acquired 1,199,662 Shares that are all freely tradable. The deferred strike price was CHF
0.13 for each share acquired.
On
January 1, 2019, Reporting Person was granted stock options from the Issuer to purchase 243,506 Shares. On October 26, 2022,
Reporting Person exercised the options and acquired 243,506 Shares that are all are freely tradable. The deferred strike price was CHF
0.13 for each share acquired.
On
January 4, 2019, Reporting Person received 14,136 Shares as compensation for his service as Chief Executive Officer of the Issuer.
On
April 1, 2020, Reporting Person was granted stock options from the Issuer to purchase 698,011. On October 26, 2022, Reporting
Person exercised the options and acquired 698,011 Shares. Of these shares 72,709 are not freely tradable as of November 27, 2023.
The deferred strike price was CHF 0.13 for each Share acquired.
On
May 17, 2021, Reporting Person was granted stock options from the Issuer to purchase 700,000 Shares. On October 26, 2022, Reporting
Person exercised the options and acquired 700,000 Shares. Of these shares 262,500 are not freely tradable as of November 27, 2023.
The deferred strike price was CHF 0.13 for each share acquired.
On
April 12, 2022, Reporting Person was granted stock options from the Issuer to purchase 2,051,972 Shares. On October 26, 2022,
Reporting Person exercised the options and acquired 2,051,972 shares. Of these Shares 1,239,733 are not freely tradable as of November 27,
2023. The deferred strike price was CHF 0.13 for each share acquired.
On
October 5, 2022, Reporting Person was granted stock options from the Issuer to purchase 2,830,873 Shares. On October 26, 2022,
Reporting Person exercised the options and acquired 2,830,873 Shares. Of these shares 2,064,178 are not freely tradable as of November 27,
2023. The deferred strike price was CHF 0.13 for each share acquired.
On
May 12, 2023, Reporting Person was granted stock options from the Issuer to purchase 7,008,033 Shares. On November 27, 2023,
Reporting Person exercised the options and acquired 7,008,033 Shares. Of these shares 6,132,029 are not freely tradable as of November 27,
2023. The deferred strike price was CHF 0.043 for each share acquired.
Unless
specifically stated above, Reporting Person paid no compensation for the Shares.
| Item 4. | Purpose of Transaction |
The
Reporting Person acquired the securities of the Issuer at founding, through the exercise of options, acquisitions through participation
in private placements and in consideration for his services as Chief Executive Officer of the Issuer. The Reporting Person also received
Shares issuable upon exercise of warrants. The terms of the Reporting Person’s employment arrangements for 2022 were set forth
in the Issuer’s Annual Report on Form 20-F for such period filed by the Issuer with the Securities and Exchange Commission
on March 30, 2023. Except in respect of such employment arrangements as set forth therein, the Reporting Person does not have 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 of 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) |
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 securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or |
| |
(j) |
any action similar to any of
those enumerated above. |
However,
the Reporting Person reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation
of (i) its business and liquidity objectives; (ii) the Issuer’s financial condition, business, operations, competitive
position, prospects and/or Share price; (iii) industry, economic and/or securities markets conditions; (iv) alternative
investment opportunities; and (v) other relevant factors.
| Item 5. | Interest in Securities
of the Issuer |
| (a) | As of the
date hereof, Reporting Person beneficially owns 16,863,355 Shares, which represents approximately
14.16% of the Issuer’s Shares, consisting of (i) 16,848,979 Shares (ii) 14,376
Shares issuable upon exercise of warrants exercisable within 60 days of November 27,
2023. |
(b)
Reporting Person may be deemed to hold sole voting and dispositive power over his 16,863,355 Shares of the Issuer.
(c)
Other than the acquisition of the shares as reported herein, and as described under Item 4, Reporting Person has not effected any transactions
in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less.
(d)
To the best knowledge of Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct
the receipt of, dividends from, or the proceeds from the sale of the 16,863,355 Shares reported in Item 5(a).
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer.
The
information furnished in Item 3 is incorporated into this Item 6 by reference.
Item
7. Material To Be Filed As Exhibits.
Not
applicable.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| Date: November 29, 2023 |
/s/ Timothy Mark Dyer |
| |
Timothy Mark Dyer |
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