Relief Therapeutics Files Amendment No. 2 to its Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission

Relief Therapeutics Holding SA / Key word(s): Miscellaneous

27-Dec-2022 / 07:15 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Relief Therapeutics Files Amendment No. 2 to its Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission

GENEVA, Dec. 27, 2022 – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (Relief), announced today that it has filed Amendment No. 2 to its Registration Statement on Form F-1 under the Securities Act of 1933 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed offering of its ordinary shares in the form of American Depositary Shares (ADSs). The preliminary prospectus provides for the possible sale of 833,333,200 ordinary shares in the form of ADSs (4,166,666 ADSs) in the United States and warrants to purchase 625,000,000 ordinary shares in the form ADSs (3,125,000 ADSs). In addition, the preliminary prospectus sets forth that Relief will grant the underwriters an option to purchase up to an additional 125,000,000 ordinary shares in the form of ADSs (625,000 ADSs) and additional warrants to purchase up to 93,750,000 additional shares in the form of ADSs (468,750 ADSs). The number of ADSs to be offered and the price range remain subject to change, and there can be no assurance that the offering contemplated by the registration statement will be completed. Relief will report the final terms of the contemplated offering once fixed in a future amendment to its registration statement. The offering, if made, will only be made by means of an effective prospectus. Further information is available in the Amendment No. 2 here.

ABOUT RELIEF

Relief is a Swiss, commercial-stage, biopharmaceutical company focused on identification, development and commercialization of novel, patent protected products intended for the treatment of rare and ultra-rare diseases including metabolic disorders, pulmonary diseases, and connective tissue disorders. Relief’s diversified pipeline consists of assets that have the potential to effectively address significant unmet medical needs, including PKU GOLIKE^®, engineered with the proprietary Physiomimic™ technology, which is the first prolonged-release amino acid product commercialized for the dietary management of phenylketonuria (PKU). Relief has a collaboration and license agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001 (sodium phenylbutyrate) for the treatment of various inborn errors of metabolism, including urea cycle disorders (UCDs) and maple syrup urine disease (MSUD). Relief also continues to develop aviptadil for several rare pulmonary indications. Further, Relief is in clinical development for APR-TD011, a differentiated acid oxidizing solution of hypochlorous acid intended for the treatment of epidermolysis bullosa (EB), a group of rare, genetic, life-threatening connective tissue disorders; APR-TD011 has been granted Orphan Drug Designation by the U.S. FDA. Finally, Relief is commercializing several legacy products via licensing and distribution partners.

RELIEF THERAPEUTICS Holding SA 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, please visit www.relieftherapeutics.com. You may also follow Relief Therapeutics on LinkedIn.

Disclaimer

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from forecasted results. A number of factors, including (i) whether the registration statement will be declared effective by SEC, (ii) whether Relief will complete an offering of its ADSs even if the registration statement is declared effective, including the terms of the securities offered and the price at which they can be sold, (iii) whether Relief will be successful in listing its ADSs on the NASDAQ Stock Exchange, and (iv) those factors described in Relief's reports to the SIX Swiss Exchange and the Securities and Exchange Commission 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.

A registration statement on Form F-1 related to the proposed sale of Relief's ADSs has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy these securities be accepted, prior to the time when the registration statement becomes effective. This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction, nor shall there be any offer or sale of securities in the United States or any other jurisdiction in which such offer, solicitation, or sale would be unlawful unless registered and/or qualified under applicable securities laws. This press release does not constitute a prospectus according to art. 35 of the Swiss Financial Services Act dated 15 June 2018, as amended ("FinSA"), or art. 27 et seqq. of the SIX Swiss Exchange Listing Rules. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of Relief in or into Switzerland within the meaning of FinSA. Further, the ADSs have not been registered under the Securities Act of 1933, as amended (the "Act"), and no public offering of securities shall be made in the United States except by means of a prospectus meeting made available by Relief that contains detailed information about Relief and its management, as well as financial statements meeting the requirements of the Act.