As filed with the U.S. Securities and Exchange Commission on April 24, 2023
Registration No. 333-260712
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
____________________
RELIEF THERAPEUTICS Holding SA
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Switzerland
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, New York 10179
Telephone: +1-800-990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
____________________
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
+1-302-658-7851
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A. 383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: +1-800-990-1135 | Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
☑ immediately upon filing
☐ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ☑
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit (1) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share with a nominal value of CHF 0.01 of RELIEF THERAPEUTICS Holding SA | N/A | N/A | N/A | N/A |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment No. 3 to the Deposit Agreement filed as Exhibit (a)(4) to this Post-Effective Amendment No. 3 to Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraphs (6), (11) and (12) | ||
| (iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7), (10), (11), (13) and (21) | ||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5), (7) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (15), (16) and (17) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraphs (14), (17), (19) and (20) | ||
| (3) | Fees and Charges | Paragraph (7) | ||
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Item 2. AVAILABLE INFORMATION
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| RELIEF THERAPEUTICS Holding SA is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | Paragraph (8) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Deposit Agreement among RELIEF THERAPEUTICS Holding SA (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). Previously filed. | |
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder. Previously filed. | |
| (a)(3) | Form of Amendment No. 2 to the Deposit Agreement. Form of Amendment No. 2 to the Deposit Agreement among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder. Previously filed. | |
| (a)(4) | Form of Amendment No. 3 to the Deposit Agreement. Form of Amendment No. 3 to the Deposit Agreement among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith. | |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Form of Nominee Agreement among the Company and the Depositary. Previously filed. | |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. | |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary as to the legality of the securities being registered. Previously filed. | |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). | |
| (f) | Powers of Attorney for certain officers and directors of the Company. Previously filed. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. | |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Deposit Agreement (the “Deposit Agreement”), among RELIEF THERAPEUTICS Holding SA, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on April 24, 2023.
| Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| By: | JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary |
| By: | /s/ Timothy E. Green | |||
| Name: | Timothy E. Green | |||
| Title: | Vice President | |||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, RELIEF THERAPEUTICS Holding SA certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Geneva, Country of Switzerland, on April 24, 2023.
| RELIEF THERAPEUTICS Holding SA | |||
| By: | /s/ Jeremy Meinen | ||
| Name: | Jeremy Meinen | ||
| Title: | Chief Financial Officer | ||
Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 has been signed by the following persons on April 24, 2023, in the capacities indicated.
SIGNATURES
Signature
|
Title
| |
| /s/ Dr. Raghuram (Ram) Selvaraju, Ph.D., MBA | Chairman of the Board | |
| Dr. Raghuram (Ram) Selvaraju, Ph.D., MBA | ||
| /s/ Jack Weinstein | Chief Executive Officer | |
| Jack Weinstein | (principal executive officer) and President of | |
| Relief Therapeutics US, Inc. | ||
| /s/ Jeremy Meinen | Chief Financial Officer and Treasurer | |
| Jeremy Meinen | (principal financial and accounting officer) | |
| * | Director | |
| Thomas Plitz | ||
| * | Director | |
| Dr. Patrice P. Jean | ||
| * | President of Relief Europe, Chief Operating | |
| Paolo Galfetti | Officer and Director | |
| Director | ||
| Michelle Lock | ||
| * /s/ Jack Weinstein | ||
| Jack Weinstein as Attorney-in-Fact |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of RELIEF THERAPEUTICS Holding SA, has signed this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 in the city of New York, State of New York, on April 24, 2023.
| Authorized U.S. Representative | |
| Relief Therapeutics US, Inc. |
| By: | /s/ Jack Weinstein | ||
| Name: | Jack Weinstein | ||
| Title: | President | ||
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INDEX TO EXHIBITS
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