ADXN Addex Therapeutics Ltd

 

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)

Shares, nominal value CHF 0.01 per share

(represented by American Depositary Shares)

(Title of Class of Securities)

00654J206

(CUSIP Number)

Stephanie Brecher

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 12, 2024

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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.

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).

CUSIP No. 00654J206

13D

Page 2 of 9 Pages

 

 

 

 

Item 1.

Security and Issuer.

 

This Amendment No. 7 (“Amendment No. 7”) 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, Amendment No. 5 filed on December 8, 2023, and Amendment No. 6 filed on August 5, 2024, 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. 7 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 , Amendment No. 5 and Amendment No. 6 thereto). Except as specifically provided herein, this Amendment No. 7 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, Amendment No. 5 and Amendment No. 6 thereto).

 

 

 

 

Item 2.

Identity and Background.

 

This statement is being filed by:

 

(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 been a party to a civil proceeding ending in 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.

 

GEO and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Not applicable.

 

CUSIP No. 00654J206

13D

Page 3 of 9 Pages

 

 

 

Item 4.

Purpose of Transaction.

 

Not applicable.

 

 

 

Item 5.

Interest in Securities of the Issuer.

 

(c)

From August 8, 2024 to August 12, 2024, GEO completed open market sales as part of a series of public sales whereby GEO sold in the aggregate 2,113 ADSs representing 253,560 Shares at prices that ranged from $7.90 to $8.05 per ADS. As of August 12, 2024, GEO held 4,315,130 Shares and a warrant to purchase 2,055,910 Shares.

 

(e)

Each of the Reporting Persons has ceased to beneficially own five percent (5%) or more of the Issuer’s Common Stock.

 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not applicable.

 

 

 

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 4 of 9 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 statement is true, complete and correct.

 

EXECUTED this 14^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:		*
		Mohamad 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 5 of 9 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. 7 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 6 of 9 Pages

EXHIBIT 1

 

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Addex Therapeutics Ltd.

 

EXECUTED this 14^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:		*
		Mohamad 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 7 of 9 Pages

 

 

 

                        *                              

Forest Baskett

 

 

                        *                             

Anthony A. Florence, Jr.

 

 

                        *                             

Mohamad H. Makhzoumi

 

 

                        *                             

Scott D. Sandell

 

 

 

*/s/ Zachary Bambach                        

Zachary Bambach

As attorney-in-fact

  

This Agreement relating 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 hereto as Exhibit 2.

 

 

 

 

 

 

 

 

CUSIP No. 00654J206

13D

Page 8 of 9 Pages

EXHIBIT 2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29^th day of February, 2024.

 

 

/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Ronald D. Bernal
Ronald D. Bernal
/s/ Ann Bordetsky
Ann Bordetsky
/s/ Carmen Chang
Carmen Chang
/s/ Philip Chopin
Philip Chopin
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Jonathan Golden
Jonathan Golden
/s/ Scott Gottlieb
Scott Gottlieb

 

 

 

 

CUSIP No. 00654J206

13D

Page 9 of 9 Pages

 

 

 

 

/s/ Mark Hawkins
Mark Hawkins
/s/ Jeffrey R. Immelt
Jeffrey R. Immelt
/s/ Aaron Jacobson
Aaron Jacobson
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Hilarie Koplow-McAdams
Hilarie Koplow-McAdams
/s/ Vanessa Larco
Vanessa Larco
/s/ Julio C. Lopez
Julio C. Lopez
/s/ Tiffany Le
Tiffany Le
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Kavita Patel
Kavita Patel
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter Sonsini
Peter Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang

 

 

 

---