Sales Agreement
On March 5, 2021, the Company entered into a Sale Agreement (the “Sales Agreement”) with SVB Leerink LLC (“Leerink”) to sell common shares of the Company, par value of CHF 1/13 per share, with aggregate gross sales proceeds of up to $50,000,000, from time to time, through an at the market offering under which Leerink will act as sales agent (the “Agent”).
Subject to the terms and conditions of the Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell all of the common shares so designated by the Company as agent in accordance with an instruction from the Company. The sales, if any, of the common shares under the Sales Agreement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, or, with our prior consent, in negotiated transactions. The Sales Agreement provides that the commission payable to the Agent for sales of common shares with respect to which the Agent acts as sales agent shall be 3.0% of the gross sales price for such common shares sold pursuant to the Sales Agreement. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Agent and the Company have the right, by giving written notice as specified in the Sales Agreement to terminate the Sales Agreement.
The offering has been registered under the Securities Act pursuant to the Company’s shelf registration statement on Form F-3, as amended (No. 333-233069), as supplemented by the Prospectus Supplement dated March 5, 2021, relating to the sale of the common shares.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Lenz & Staehelin relating to the validity of the securities to be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
Exhibits
Reference is made to the Exhibit Index included hereto.
