MindMaze Therapeutics Holding SA SEC Filing

Accepted by SEC EDGAR 08/01/2022 - 04:31 PM EDT Learn about SEC filing dates

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As filed with the U.S. Securities and Exchange Commission on August 1, 2022

Registration No. 333-260712

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM F-6

POST-EFFECTIVE AMENDMENT NO. 1 TO 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 hundred and fifty (150) ordinary shares 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.

The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 shall become effective on such date as the Commission, acting pursuant to said Section 8(c), may determine.

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. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 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) and (13)
	(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) and (13)
	(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) and (17)
(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 from time to time thereunder (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 from time to time thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2).
	(b)	Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder 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.  Not applicable.
	(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 on behalf of the legal entity created by the Deposit Agreement among RELIEF THERAPEUTICS Holding SA, JPMorgan Chase Bank, N.A., as 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. 1 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 August 1, 2022.

Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

By: JPMORGAN CHASE BANK, N.A., 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. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Geneva, Switzerland, on August 1, 2022.

	RELIEF THERAPEUTICS Holding SA
	By:	/s/ Thomas Plitz
		Name:	Thomas Plitz
		Title:	Authorized Signatory and Member of the Board of Directors

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Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons on August 1, 2022, in the capacities indicated.

SIGNATURES

Signature		Title
/s/ Jack Weinstein		Chief Financial Officer and Treasurer
Jack Weinstein		(principal executive and financial officer)
/s/ Jeremy Meinen		Vice President, Finance and Administration
Jeremy Meinen		(principal accounting officer)
/s/ Raghuram Selvaraju		Chairman of the Board
Raghuram Selvaraju, Ph.D, M.B.A.
/s/ Thomas Plitz		Director
Thomas Plitz
/s/ Dr. Patrice P. Jean		Director
Dr. Patrice P. Jean
/s/ Paolo Galfetti		Director
Paolo Galfetti
/s/ Michelle Lock		Director
Michelle Lock

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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. 1 to Registration Statement on Form F-6 in New York, New York, on August 1, 2022.

Authorized U.S. Representative

Relief Therapeutics US, Inc.

	By:	/s/ Jack Weinstein
		Name:	Jack Weinstein
		Title:	President

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INDEX TO EXHIBITS

Exhibit Number
(a)(2)		Form of Amendment No. 1 to the Deposit Agreement among Relief Therapeutics Holding SA, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.

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