SC 13G

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

New Leaf Biopharma Opportunities I, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G 1 d123486dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. )

Addex Therapeutics Ltd.

(Name of Issuer)

Shares, nominal value CHF 1.00 per share

(represented by American Depositary Shares)

(Title of Class of Securities)

00654J107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

(1)	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 the disclosures provided in a prior cover page.

The information required in 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. 00654J107		13G		Page 2 of 10 Pages

(1)

Of which 1,597,444 of such Shares are held of record by Biopharma I (as defined in Item 2(a) below) and 718,849 are Shares underlying a warrant issued to Biopharma I and which is exercisable within 60 days of December 31, 2020. NLBA I (as defined in Item 2(a) below) is the general partner of Biopharma I and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III (as defined in Item 2(a) below) is the sole general partner of NLBA I and ultimate general partner of Biopharma I and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors (as defined in Item 2(a) below), may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 32,848,635 of the Issuer’s Shares outstanding as of December 31, 2020, as reported by the Issuer in its prospectus supplement filed under Rule 424(b)(4), filed with the United States Securities and Exchange Commission on January 8, 2021 (the “Prospectus Supplement”).


CUSIP No. 00654J107		13G		Page 3 of 10 Pages

(1)

Of which 1,597,444 of such Shares are held of record by Biopharma I and 718,849 are Shares underlying a warrant issued to Biopharma I and which is exercisable within 60 days of December 31, 2020. NLBA I is the general partner of Biopharma I and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III is the sole general partner of NLBA I and ultimate general partner of Biopharma I and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 32,848,635 of the Issuer’s Shares outstanding as of December 31, 2020, as reported in the Prospectus Supplement.


CUSIP No. 00654J107		13G		Page 4 of 10 Pages

(1)

(2)	Based on 32,848,635 of the Issuer’s Shares outstanding as of December 31, 2020, as reported in the Prospectus Supplement.


CUSIP No. 00654J107		13G		Page 5 of 10 Pages

(1)

(2)	Based on 32,848,635 of the Issuer’s Shares outstanding as of December 31, 2020, as reported in the Prospectus Supplement.


CUSIP No. 00654J107		13G		Page 6 of 10 Pages

(1)

(2)	Based on 32,848,635 of the Issuer’s Shares outstanding as of December 31, 2020, as reported in the Prospectus Supplement.


CUSIP No. 00654J107		13G		Page 7 of 10 Pages

Schedule 13G

Item 1(a).

Name of Issuer:

Addex Therapeutics Ltd. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Chemin des Mines 9

CH-1202, Geneva, Switzerland

Item 2(a).

Name of Persons Filing:

This joint statement on Schedule 13G is being filed by New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”), New Leaf BPO Associates I, L.P. (“NLBA I”), New Leaf Venture Management III, L.L.C. (“NLV Management III” and together with Biopharma I and NLBA I, the “Reporting Entities”), Ronald M. Hunt (“Hunt”) and Vijay K. Lathi (“Lathi” and, together with Hunt, the “Reporting Individuals”). The Reporting Entities and the Reporting Individuals collectively are referred to as the “Reporting Persons”. Hunt and Lathi are the Managing Directors of NLV Management III (collectively, the “NLV Directors”).

Item 2(b).

Address or Principal Business Office or, if None, Residence:

The address of the principal business office of each Reporting Person (other than Lathi) is c/o New Leaf Venture Partners, 420 Lexington Avenue, Suite 408, New York, NY 10170.

The address of the principal business office of Lathi is c/o New Leaf Venture Partners, 2730 Sand Hill Road, Suite 110, Menlo Park, CA 94025.

Item 2(c).

Citizenship:

Each of Biopharma I and NLBA I is a limited partnership organized under the laws of the State of Delaware.

NLV Management III is a limited liability company organized under the laws of the State of Delaware.

Each Reporting Individual is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Shares, nominal value CHF 1.00 per share (represented by American Depositary Shares).

Item 2(e).

CUSIP Number:

00654J107

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.


CUSIP No. 00654J107		13G		Page 8 of 10 Pages

Item 4.

Ownership.

(a)

Amount beneficially owned:

See line 9 and the corresponding footnotes on each cover sheet.

(b)

Percent of class:

See Line 11 and the corresponding footnotes on each cover sheet.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: see line 5 of cover sheets.*

(ii)

Shared power to vote or to direct the vote: see line 6 of cover sheets.*

(iii)

Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.*

(iv)

Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.*

*	Each Reporting Person disclaims beneficial ownership of such Shares, except for the shares, if any, such Reporting Person holds of record and to the extent of their pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreements of each of Biopharma I and NLBA I, and the limited liability company agreement of NLV Management III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.


CUSIP No. 00654J107		13G		Page 9 of 10 Pages

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Agreement Regarding Joint Filing of Schedule 13G.


CUSIP No. 00654J107		13G		Page 10 of 10 Pages

SIGNATURES

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: February 10, 2021


NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P.

By:	NEW LEAF BPO ASSOCIATES I, L.P.
	Its General Partner

	By:	NEW LEAF VENTURE MANAGEMENT III, L.L.C.
		Its General Partner

		By:	/s/ Craig L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer

NEW LEAF BPO ASSOCIATES I, L.P.

By:	NEW LEAF VENTURE MANAGEMENT III, L.L.C.
	Its General Partner

	By:	/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF VENTURE MANAGEMENT III, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin
	Chief Financial Officer

*
Vijay K. Lathi

*
Ronald M. Hunt

/s/ Craig L. Slutzkin

* Craig L. Slutzkin

As attorney-in-fact

*	This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

SEC Form SC 13G filed