MindMaze Therapeutics Holding SA 6-K, filed Feb 28, 2024
MindMaze Therapeutics Holding SA (MMTZF)
About this 6-K
MindMaze Therapeutics Holding SA filed this 6-K on February 28, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of February, 2024
Commission File Number: 001-41174
RELIEF THERAPEUTICS Holding SA
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
Switzerland
(Jurisdiction of incorporation or organization)
Avenue de Sécheron 15
1202 Geneva
Switzerland
Tel: +41 22 545 11 16
(Address of principal executive offices)
Indicate by check mark if the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On February 28, 2024, RELIEF THERAPEUTICS Holding SA (“Relief”) issued a press release announcing the renewal of its CHF 50 million Share Subscription Facility Agreement (“SSF”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (“GEM”). Relief and GEM have agreed to renew the SSF agreement for an additional three-year period. Under the terms of the agreement, Relief has the right to periodically issue and sell shares to GEM up to a total CHF 50 million. GEM also agreed to forgive an outstanding liability of CHF 1.37 million previously payable by Relief to GEM. Relief has committed to issuing GEM warrants to purchase up to 3.35 million ordinary shares at a purchase price of CHF 1.70 per share, exercisable from the issuance date, and expiring on January 20, 2027. The issuance of these warrants, as well as the ability of the Company to draw on the SSF, is contingent upon shareholder approval for a reduction in the nominal value of the Company’s ordinary shares at the next general meeting.
The amendment to the SSF is attached to this Form 6-K as Exhibit 10.1 and is incorporated herein by reference. The press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.
INDEX TO EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RELIEF THERAPEUTICS Holding SA
By: /s/ Jeremy Meinen
Jeremy Meinen
Chief Financial Officer
Dated: February 28, 2024
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Exhibit 10.1
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Restatement and Amendment Agreement
dated as of February 27, 2024 (the Signing Date)
in respect of the
Share Subscription Facility Agreement
dated as of January 20, 2021
by and among |
| RELIEF THERAPEUTICS Holding SA | (the Company) | ||
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Avenue de Sécheron 15 1202 Genève Switzerland
and
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| GEM Global Yield LLC SCS | (the Purchaser) | ||
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12-C rue Guillaume J Kroll L-1882 Luxembourg
and
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| GEM Yield Bahamas Ltd | (GEMYB) | ||
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Office of Lennox Paton Corporate Services Limited Bayside Executive Park Building 3 West Bay Street P.O. Box N-4875 Nassau Island of New Providence Commonwealth of the Bahamas |
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(the Company, the Purchaser and GEMYB each a Party and together the Parties) | |||
Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
Table of Contents
| Whereas | 3 | |
| 1. | Definitions and References | 3 |
| 2. | Restatement of, and Amendments to, the Agreement | 3 |
| 2.1 | Amendment of Section 2.4 (Fee) of the Agreement | 3 |
| 2.2 | Promissory Note | 4 |
| 2.3 | Commitment Period | 4 |
| 3. | Representations, Warranties and Undertakings of the Company | 4 |
| 4. | Representations, Warranties and Undertakings of the Purchaser | 4 |
| 5. | Miscellaneous | 5 |
| Annex 7 – Form of New Promissory Note | 7 | |
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Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
Whereas
| A. | The Parties had concluded the Share Subscription Facility Agreement dated as of January 20, 2021 (the Agreement) and the Promissory Note of even date providing for a Fee in the amount of CHF 1,250,000. |
| B. | The Commitment Period under the Agreement has expired on January 20, 2024. The Parties wish to restate and amend the Agreement and to extend the Commitment Period under the Agreement for three more years. |
| C. | Further, GEMYB wishes to waive any and all of its rights under and in connection with the current outstanding Promissory Note under the Agreement as per Annex 7 (Form of Promissory Note) (the Previous Promissory Note) and replace the Previous Promissory Note in its entirety by a new Promissory Note pursuant to Annex 7 (Form of New Promissory Note) hereof (the New Promissory Note) providing for the grant by the Company of 3,350,000 warrants for subscribing an equal number of Ordinary Shares at an exercise price of CHF 1.70 to GEMYB, exercisable until January 20, 2027 (the Warrants). |
| D. | However, the Parties take note and acknowledge that the Ordinary Shares are from time-to-time trading below their par value. Given that for the issuance of new Share at least their nominal value has to be paid-in, drawdowns under the Agreement are not feasible if and when the Ordinary Shares are trading below their par value. |
Now, therefore, the Parties hereto agree as follows:
| 1. | Definitions and References |
| (a) | Capitalized terms used in this Restatement and Amendment Agreement and not defined otherwise shall have the meanings assigned to them in the Agreement. | |
| (b) | References to clauses and Annexes are, save where the context otherwise requires, to clauses of and Annexes to this Restatement and Amendment Agreement. |
| 2. | Restatement of, and Amendments to, the Agreement |
| The Parties hereby agree that the Agreement shall be restated. | |
| Further, the Agreement shall hereby be amended as set out in this Section 2 (Restatement of, and Amendments to, the Agreement) and Annex 7 (Form of New Promissory Note) below. To the extent not amended by this Restatement and Amendment Agreement, the Agreement shall remain in full force and effect. |
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Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
| 2.1 | Amendment of Section 2.4 (Fee) of the Agreement |
Section 2.4 (Fee) of the Agreement shall be deleted and replaced in its entirety by the following provision:
2.4 Fee (Warrants)
| (a) | The Company shall grant to GEMYB a fee consisting of 3,350,000 warrants for subscribing Ordinary Shares at an exercise price of CHF 1.70 (the Fee). The Company shall, on the date of this Agreement, provide a Promissory Note as evidence of its obligation to pay the Fee. | |
| (b) | The Fee shall be granted upon the Company's registration of a reduction in the nominal value of the Ordinary Shares to CHF 1.70 or lower with the Geneva commercial register. Such registration is subject to the approval of a reduction in nominal value by the Company's shareholders at a general meeting. |
| 2.2 | Promissory Note |
The Previous Promissory Note shall hereby be canceled and revoked and GEMYB hereby waives any and all of its rights under and in connection with the Previous Promissory Note.
Annex 7 (Form of Promissory Note) of the Agreement shall be deleted and replaced in its entirety by Annex 7 (Form of New Promissory Note) hereof.
Any references in the Agreement to the Promissory Note shall forthwith be construed as references to the New Promissory Note.
| 2.3 | Commitment Period |
The definition of the Commitment Period as set forth in Annex 1 (Definitions) of the Agreement shall be deleted and replaced in its entirety by the following definition:
| Commitment Period | the period commencing on the date of this Agreement and expiring on the earlier of: (a) the sixth (6th) anniversary of the date of this Agreement; and (b) the date on which the Purchaser has subscribed for Ordinary Shares with an aggregate Subscription Price of CHF 50,000,000 pursuant to this Agreement; |
| 3. | Representations, Warranties and Undertakings of the Company |
The provisions of Section 5 (Representations, Warranties and Undertakings of the Company) of the Agreement are hereby incorporated by reference into this Restatement and Amendment Agreement and shall apply mutatis mutandis hereto and be repeated as of the Signing Date.
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Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
| 4. | Representations, Warranties and Undertakings of the Purchaser |
The provisions of Section 6 (Representations, Warranties and Undertakings of the Purchaser) of the Agreement are hereby incorporated by reference into this Restatement and Amendment Agreement and shall apply mutatis mutandis hereto and be repeated as of the Signing Date.
| 5. | Miscellaneous |
The provisions of Section 9 (Miscellaneous) of the Agreement are hereby incorporated by reference into this Restatement and Amendment Agreement and shall apply mutatis mutandis hereto.
[signatures on next page]
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Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
Executed as of the date written on the cover page to this Restatement and Amendment Agreement
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RELIEF THERAPEUTICS Holding SA
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/s/ Michelle Lock |
/s/ Jeremy Meinen | |
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Name: Michelle Lock Function: CEO |
Name: Jeremy Meinen Function: CFO | |
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GEM Global Yield LLC SCS
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/s/ Christopher Brown |
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Name: Christopher Brown Function: Manager |
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GEM Yield Bahamas Ltd
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/s/ Christopher Brown |
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Name: Christopher Brown Function: Director |
NB: This agreement and the enclosed promissory note, dated February 27, 2024, cancel and replace the previous agreement and promissory note labeled as 'draft' and previously signed and dated on the same date. Except for the correction of typographical errors, all terms and conditions remain unchanged.
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Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
Annex 7 – Form of New Promissory Note
Promissory Note
of
RELIEF THERAPEUTICS Holding SA
Date: February 27, 2024
In consideration for entry by GEM Yield Bahamas Ltd (the Beneficiary) into the Share Subscription Facility Agreement (as amended by the Restatement and Amendment Agreement) entered into between RELIEF THERAPEUTICS Holding SA, a company limited by shares registered in Switzerland whose registered address is at Avenue de Sécheron 15, 1202 Genève, Switzerland (the Company), the Share Providers, GEM GLOBAL YIELD LLC SCS and the Beneficiary on or about the date of this Promissory Note, the Company hereby promises to grant to the order of the Beneficiary
3,350,000 (three million three hundred fifty thousand) Warrants to subscribe for
an equivalent number of Ordinary Shares at an exercise price of CHF 1.70
(the Fee)
upon the Company's registration of a reduction in the nominal value of the Ordinary Shares to CHF 1.70 or lower with the Geneva commercial register (the Grant Date). Such registration is subject to the approval of a reduction in nominal value by the Company's shareholders at a general meeting.
The Warrants will be exercisable until January 20, 2027, in whole or in part at any time after the Grant Date. Warrants which are not exercised during that period shall expire without any compensation being payable.
This Promissory Note and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) is governed by and shall be construed and take effect in accordance with the laws of Switzerland without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Switzerland. Any dispute, controversy or claim arising out of, in connection with or relating to this Promissory Note (or subsequent amendments thereof), including without limitation, disputes, controversies or claims regarding its existence, validity, invalidity, breach or termination, shall be finally resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration (as such term is defined in the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution) is submitted in accordance with such rules. The number of arbitrators shall be one. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.
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Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
Defined terms used in this Promissory Note and not defined therein shall have the same meaning as in the Share Subscription Facility Agreement executed between the Company, the Share Providers, the Beneficiary and GEM GLOBAL YIELD LLC SCS on the date hereof.
In witness whereof this Promissory Note is executed on the date first above written.
| RELIEF THERAPEUTICS Holding SA | ||
|
/s/ Michelle Lock |
/s/ Jeremy Meinen | |
|
Name: Michelle Lock Function: CEO |
Name: Jeremy Meinen Function: CFO |
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Exhibit 99.1
Ad hoc announcement pursuant to Art. 53 LR
Relief Therapeutics Renews CHF 50 million Share Subscription Facility
• 3-year CHF 50 million capital commitment from GEM
• Relief advances strategic transformation
GENEVA (FEB. 28, 2024) – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (Relief, or the Company), a biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases, today announced the renewal of its CHF 50 million Share Subscription Facility (SSF) agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (GEM). This transaction underscores the ongoing commitment of GEM, the Company’s largest shareholder since 2016, to continue fostering Relief’s strategic and development initiatives with greater financial flexibility.
Relief and GEM have agreed to renew the SSF agreement for an additional three-year period. Under the terms of the agreement, Relief has the right to periodically issue and sell shares to GEM for a cumulated amount of up to CHF 50 million. GEM undertakes to subscribe to Relief ordinary shares upon Relief's issuance of a drawdown notice. Relief will control the timing and maximum amount of any drawdown and retains the right to draw down on the full commitment amount, subject to the customary terms of the SSF agreement. Future subscription prices under the SSF will correspond to 90% of the average of the closing prices on the SIX Swiss Exchange during the reference period, which corresponds to 15 trading days following Relief's draw down notice.
GEM also agreed to forgive an outstanding liability of CHF 1.37 million previously payable by Relief to GEM. Relief has committed to issuing GEM warrants to purchase up to 3.35 million ordinary shares at a purchase price of CHF 1.70 per share, exercisable from the issuance date, and expiring on January 20, 2027. The issuance of these warrants, as well as the ability of the Company to draw on the SSF, is contingent upon shareholder approval for a reduction in the nominal value of the Company’s ordinary shares at the next general meeting.
“We are pleased to announce the renewal of our Share Subscription Facility with GEM, a decision that strengthens Relief’s financial foundation for the next three years. GEM’s CHF 50 million capital commitment reflects continued support for Relief’s development plans and long-term goals,” commented Michelle Lock, interim chief executive officer of Relief.
Corporate update
Relief recently embarked on a transformative journey to refine its strategic direction and operational efficiency, marking a significant organization reset. In November 2023, the Company appointed Michelle Lock, a seasoned pharmaceutical executive, as its interim chief executive officer. In December 2023, Relief announced its intent to shift from a direct marketing and sales infrastructure to a partnership-based model for its commercial-stage assets and to reallocate resources towards its advancing R&D pipeline.
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Under Ms. Lock’s guidance, Relief is actively conducting a thorough review of its strategic plans and development projects. The Company is committed to implementing a scalable, industry standard infrastructure, aimed at ensuring a sustainable path forward, enhancing shareholder value, and contributing positively to global healthcare. The Company anticipates providing a comprehensive corporate and portfolio update in the early second quarter of 2024.
ABOUT GEM
Global Emerging Markets is a $3.4 billion alternative investment group that manages a diverse set of investment vehicles and has completed over 570 transactions in 70 countries. GEM’s investment vehicles provide the group and its investors with a diversified portfolio of asset classes that span the global private investing spectrum. Its family of funds and investment vehicles provides GEM and its partners with exposure to small-mid cap management buyouts, private investments in public equities (PIPEs) and select venture investments. For more information: http://www.gemny.com.
ABOUT RELIEF THERAPEUTICS
Relief is a commercial-stage biopharmaceutical company committed to advancing treatment paradigms and delivering improvements in efficacy, safety, and convenience to benefit the lives of patients living with select specialty and rare diseases. Relief’s portfolio offers a balanced mix of marketed, revenue-generating products, our proprietary, globally patented Physiomimic™ and TEHCLO™ platform technologies and a targeted clinical development pipeline consisting of risk-mitigated assets focused in three core therapeutic areas: rare metabolic disorders, rare skin diseases and rare respiratory diseases. In addition, Relief is commercializing several legacy products via licensing and distribution partners. Relief’s mission is to provide therapeutic relief to those suffering from rare diseases and is being advanced by an international team of well-established, experienced biopharma industry leaders with extensive research, development and rare disease expertise. Relief is headquartered in Geneva, with additional offices in Balerna, Switzerland, Offenbach am Main, Germany and Monza, Italy. Relief is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFTF and RLFTY. For more information, visit our website www.relieftherapeutics.com or follow Relief on LinkedIn.
CONTACT:
RELIEF THERAPEUTICS Holding SA
Jeremy Meinen
Chief Financial Officer
contact@relieftherapeutics.com
DISCLAIMER
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, including its ability to achieve its corporate, development and commercial goals, and other factors which could cause the actual results, financial condition, performance or achievements of Relief to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A number of factors, including those described in Relief’s filings with the SIX Swiss Exchange and the U.S. Securities and Exchange Commission (SEC), could adversely affect Relief. Copies of Relief’s filings with the SEC are available on the SEC EDGAR database at www.sec.gov. Relief does not undertake any obligation to update the information contained herein, which speaks only as of this date.
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