03 November 2021
Geneva, Switzerland, November 3, 2021 – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF) (“Relief”), announced today that it has taken the first steps to establish a Level 1 American Depositary Receipt (ADR) program in the United States by filing a registration statement on Form F-6 with the U.S. Securities and Exchange Commission. It is expected that Relief's ADRs will begin trading in the over-the-counter (OTC) market at some point after its registration statement becomes effective, and Relief intends to issue a press release and announce the ticker symbol for its ADRs closer to the program's effective date. Relief's ADR program will complement its existing primary listing on the SIX Swiss Exchange ("SIX"). JPMorgan Chase Bank, N.A. ("JPMorgan") has been appointed as the depositary bank for the Level 1 ADR program.
An ADR is a negotiable receipt, resembling a stock certificate that is issued by a United States depositary bank appointed by a company to evidence one or more American Depositary Shares ("ADSs"). In the case of Relief's ADRs, each ADS will represent one hundred and fifty (150) of Relief's ordinary shares. ADRs allow U.S. investors to buy shares in foreign companies without the need for cross-border or cross-currency transactions. They are priced in US dollars and can be traded like shares of U.S.-based companies in the OTC market.
Under the program, the owners and holders of ADSs will be entitled to dividends and distributions and have voting powers with respect to Relief's ordinary shares represented by their ADSs subject, however, to the provisions and enforcement procedures provided in the deposit agreement to be entered into by and among Relief, JPMorgan as the depository, and all holders and beneficial owners from time to time of ADRs issued thereunder.
The establishment of the program by Relief is not an offering of new Relief ordinary shares, and the ADSs will be based on the Relief ordinary shares currently in issue. Therefore, Relief will receive no proceeds from the establishment of the program. However, Relief's goal is to take the necessary steps in the future to transition its ADR program from a Level 1 ADR program to a Level 2 or a Level 3 ADR program, with the ultimate goal of listing its ADRs on the NASDAQ Stock Market during the first half of 2022. There can be no assurance that Relief will be successful in those efforts.
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction, nor shall there be any offer or sale of securities in the United States or any other jurisdiction in which such offer, solicitation, or sale would be unlawful unless registered and/or qualified under applicable securities laws. This document does not constitute a prospectus according to art. 35 of the Swiss Financial Services Act dated 15 June 2018, as amended ("FinSA"), or art. 27 et seqq. of the SIX Swiss Exchange Listing Rules. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of Relief in or into Switzerland within the meaning of FinSA. Further, the ADRs have not been registered under the Securities Act of 1933, as amended (the "Act"), and no public offering of securities shall be made in the United States except by means of a prospectus meeting made available by Relief that contains detailed information about Relief and its management, as well as financial statements meeting the requirements of the Act.
Relief focuses primarily on clinical-stage programs based on molecules with a history of clinical testing and use in human patients or a strong scientific rationale. Relief’s lead drug candidate, RLF-100™ (aviptadil), a synthetic form of Vasoactive Intestinal Peptide (VIP), is in late-stage clinical testing in the U.S. for the treatment of respiratory deficiency due to COVID-19. As part of its pipeline diversification strategy, in March 2021, Relief entered into a Collaboration and License Agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001. ACER-001 is a taste-masked and immediate release proprietary powder formulation of sodium phenylbutyrate (NaPB) for the treatment of Urea Cycle Disorders and Maple Syrup Urine Disease. In addition, Relief's recently completed acquisitions of APR Applied Pharma Research SA and AdVita Lifescience GmbH, bring to Relief a diverse pipeline of marketed and development-stage programs.
RELIEF THERAPEUTICS Holding SA is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbol RLFTF. For more information, visit www.relieftherapeutics.com. Follow us on LinkedIn.
RELIEF THERAPEUTICS Holding SA
Chief Financial Officer and Treasurer
Rx Communications Group
Rx Communications Group
This communication expressly or implicitly contains certain forward-looking statements concerning RELIEF THERAPEUTICS Holding SA. Such statements involve certain known and unknown risks, uncertainties and other factors, including (i) whether Relief's registration statement on Form F-6 will ever become effective, (ii) whether a market will develop for Relief's ADRs, (iii) whether, if Relief's ADRs are traded in the U.S., they will become eligible to be listed on the NASDAQ Stock Market, and the timing of any such listing, and (iv) those risks discussed in RELIEF THERAPEUTICS Holding SA's press releases and filings with the SIX, which could cause the actual results, financial condition, performance or achievements of RELIEF THERAPEUTICS Holding SA to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. RELIEF THERAPEUTICS Holding SA is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.