Shareholders' equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Shareholders' equity

Shareholders’ equity

Capital Range

The Board of Directors is authorized to increase or decrease the share capital at any time until June 14, 2028, by a maximum amount of CHF 10,685,034 (upper limit) and 7,123,356 (lower limit), by, among other things, issuing or cancelling a maximum of 44,520,973 common shares, fully paid up, with a par value of CHF 0.08 each. An increase of the share capital in partial amounts is permissible.

Conditional Share Capital

Conditional Share Capital for Financing Acquisitions and Other Purposes

The Company’s nominal share capital may be increased, including to prevent takeovers and changes in control, by a maximum aggregate amount of CHF 1,432,776 through the issuance of not more than 17,909,703 common shares, which would have to be fully paid-in, each with a par value of CHF 0.08 per share, by the exercise of option and conversion rights granted in connection with warrants, convertible bonds or similar instruments of the Company or one of its subsidiaries. Shareholders will not have pre-emptive subscription rights in such circumstances, but may have advance subscription rights to subscribe for such warrants, convertible bonds or similar instruments. The holders of warrants, convertible bonds or similar instruments are entitled to the new shares upon the occurrence of the applicable conversion feature.

Conditional Share Capital for Equity Incentive Plans

The Company’s nominal share capital may, to the exclusion of the pre-emptive subscription rights and advance subscription rights of shareholders, be increased by a maximum aggregate amount of CHF 936,000 through the issuance of not more than 11,700,000 common shares, which would have to be fully paid-in, each with a par value of

CHF 0.08 per share, by the exercise of options, other rights to receive shares or conversion rights that have been granted to employees, members of the board of directors, contractors or consultants of the Company or of one of its subsidiaries or other persons providing services to the Company or to a subsidiary through one or more equity incentive plans created by the board of directors.

Share Subscription Agreement

On September 5, 2022, the Company issued 3,123,865 common shares to ADCT America pursuant to a share subscription agreement (“Share Subscription Agreement”) and immediately repurchased these shares as treasury shares at par value. During the fourth quarter of 2022, the Company issued 7,648,081 common shares to ADCT America pursuant to a subscription agreement and immediately repurchased these shares as treasury shares at par value to be used in connection with the ATM Facility and Share Purchase Agreement discussed further below.

ATM Facility

On June 4, 2021, the Company entered into an open market sale agreement with Jefferies LLC, to sell its common shares from time to time through an “at the market” offering program (the “ATM Facility”). The ATM Facility provided the opportunity to sell its common shares with an aggregate offering price of up to $200.0 million. There have been no shares sold under the ATM Facility and the sales agreement was terminated on December 19, 2023.

Share purchase agreement

On August 15, 2022, the Company entered into a share purchase agreement with the Purchasers, pursuant to which, on September 6, 2022, the Company issued and sold to the purchasers an aggregate of 733,568 common shares at $8.52 per share. The shares were issued from the Company’s treasury shares at par value, which arose from the Share Subscription Agreement. The transaction was recorded as a $6.1 million net increase to share premium for the issuance of the common shares, net of transaction costs accrued and paid, and an increase in cash and cash equivalents.

The Company also recorded a $19.6 million non-cash net increase to share premium for the issuance of the 2,390,297 common shares to Deerfield in connection with the exchange of the senior secured convertible notes. The shares were issued from the Company’s treasury shares at par value, which arose from the Share Subscription Agreement. See note 11, “Convertible loans” for further information on this transaction.