Sec Form 13G Filing - New Leaf Biopharma Opportunities I L.P. filing for ADDEX THERAPEUTICS LTD ADS (ADXN) - 2022-02-11

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.

  NAMES OF REPORTING PERSONS

  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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,366,293 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,366,293 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,366,293 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  & #x2610;

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.5% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Of which 1,647,444 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, 2021. 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.

Based on 52,609,818 of the Issuer’s Shares outstanding as of January 18, 2022, as reported by the Issuer in its prospectus supplement filed under Rule 424(b)(3), assuming full exercise of Ordinary Warrants, filed with the United States Securities and Exchange Commission on January 19, 2022 (the “Prospectus Supplement”).

  NAMES OF REPORTING PERSONS

  New Leaf BPO Associates 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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,366,293 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,366,293 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,366,293 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.5% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Of which 1,647,444 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, 2021. 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.

Based on 52,609,818 of the Issuer’s Shares outstanding as of January 18, 2022, as reported in the Prospectus Supplement.

  NAMES OF REPORTING PERSONS

  New Leaf Venture Management III, L.L.C.

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,366,293 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,366,293 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,366,293 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.5% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Of which 1,647,444 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, 2021. 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.

Based on 52,609,818 of the Issuer’s Shares outstanding as of January 18, 2022, as reported in the Prospectus Supplement.

  NAMES OF REPORTING PERSONS

  Ronald M. Hunt

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,366,293 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,366,293 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,366,293 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.5% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Of which 1,647,444 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, 2021. 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.

Based on 52,609,818 of the Issuer’s Shares outstanding as of January 18, 2022, as reported in the Prospectus Supplement.

  NAMES OF REPORTING PERSONS

  Vijay K. Lathi

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

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,366,293 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,366,293 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,366,293 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  4.5% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Of which 1,647,444 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, 2021. 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.

Based on 52,609,818 of the Issuer’s Shares outstanding as of January 18, 2022, as reported in the Prospectus Supplement.

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

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

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

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

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 of Common Stock, except for the shares, if any, such Reporting Person holds of record and to the extent of their pecuniary interest therein, if any.

Ownership of Five Percent or Less of a Class.

/s/ Craig L. Slutzkin

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.