Filed Pursuant to Rule 424(b)(3)
Registration No. 333-266136
PROSPECTUS SUPPLEMENT NO. 13
(To the Prospectus dated September 21, 2022)
Up to 10,916,647 Ordinary Shares Issuable Upon Exercise of Warrants
Up to 219,616,200 Ordinary Shares Offered by Selling Securityholders
Up to 4,666,667 Warrants to purchase Ordinary Shares offered by the Sponsor
This prospectus supplement supplements the prospectus, dated September 21, 2022 (the Prospectus), which forms a part of our registration statement on Form F-1 (No. 333-266136). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Report on Form 6-K filed with the Securities and Exchange Commission (the SEC) on February 9, 2023 (the Report). Accordingly, we have attached the Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of 10,916,647 Ordinary Shares consisting of (i) 6,249,980 of our ordinary shares, $0.01 nominal value, (Ordinary Shares) that may be issued upon exercise of warrants to purchase Ordinary Shares at an exercise price of $11.50 (the Public Warrants), which were originally issued in the initial public offering of Oaktree Acquisition Corp. II (OACB) at a price of $10.00 per unit, with each unit consisting of one OACB Class A Ordinary Share (as defined in the Prospectus) and one-fourth of a Public Warrant, and (ii) 4,666,667 Ordinary Shares that may be issued upon exercise of warrants issued to Oaktree Acquisition Holdings II, L.P. (the Sponsor), and its transferees to purchase Ordinary Shares at an exercise price of $11.50 (the Private Placement Warrants). We refer to the Public Warrants and the Private Placement Warrants together as the Warrants.
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (collectively, the Selling Securityholders), or their permitted transferees, of up to (i) 17,493,000 Ordinary Shares subscribed for by the Selling Securityholders, for a subscription price of $10.00 per share, in the context of the PIPE Financing (as defined in the Prospectus), (ii) 6,250,000 Ordinary Shares issued to the Sponsor in exchange for OACBs Class B Ordinary Shares, par value $0.0001 (which were purchased by the Sponsor for $25,000 or approximately $0.004 per share) in connection with the Business Combination (as defined in the Prospectus), (iii) 4,666,667 Ordinary Shares issuable upon exercise of Private Placement Warrants, (iv) 186,206,553 Ordinary Shares issued to former shareholders of Alvotech Holdings S.A. (Alvotech Holdings) in exchange for their Alvotech Holdings Ordinary Shares (as defined in the Prospectus) in connection with the Business Combination (subject to vesting and lockups) at an equity consideration value of $10.00 per share, (v) 5,000,000 Ordinary Shares subscribed for by Alvogen Lux Holdings S.à.r.l. and Aztiq Pharma Partners S.à.r.l., for a subscription price of $10.00 per share, in the context of the Alvogen-Aztiq Loan Advance Conversion (as defined in the Prospectus), and (vi) 4,666,667 Private Placement Warrants, which were purchased by the Sponsor at a price of $1.50 per warrant.
The Ordinary Shares and Warrants are listed on The Nasdaq Stock Market LLC (Nasdaq) under the symbols ALVO and ALVOW, respectively. On February 8, 2023, the closing price of the Ordinary Shares on Nasdaq was $13.01. The Ordinary Shares are also listed on the Nasdaq First North Growth Market (Nasdaq First North) under the symbol ALVO.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
We are a foreign private issuer under applicable SEC rules and an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012 and are eligible for reduced public company disclosure requirements.
You should read the Prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in our securities involves risks. See Risk Factors beginning on page 11 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 13 is February 9, 2023.
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 2023
Commission File Number: 001-41421
Alvotech
(Translation of registrants name into English)
9, Rue de Bitbourg,
L-1273 Luxembourg,
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
European Medicines Agency (EMA) Confirms Acceptance of Application for AVT04, a Proposed Biosimilar to Stelara® (ustekinumab)
On February 9, 2023, Alvotech announced that the European Medicines Agency (the EMA) has accepted a Marketing Authorization Application for AVT04, Alvotechs proposed biosimilar to Stelara® (ustekinumab). Alvotech and STADA anticipate that the EMA could recommend approving a marketing authorization for AVT04 as soon as in the second half of 2023. A copy of the press release is attached hereto as Exhibit 99.1.
Forward Looking Statements
Certain statements in this Report on Form 6-K (the Report) may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally relate to future events and may include, for example, Alvotechs expectations regarding regulatory review and interactions, the timing of the review of the marketing authorization application, and the potential recommendation for AVT04 by the EMA. In some cases, you can identify forward-looking statements by terminology such as may, should, expect, intend, will, estimate, anticipate, believe, predict, potential, aim or continue, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Alvotech and its management, are inherently uncertain and are inherently subject to risks, variability, and contingencies, many of which are beyond Alvotechs control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Alvotech or others following the business combination between Alvotech Holdings S.A., Oaktree Acquisition Corp. II and Alvotech; (2) the ability to maintain stock exchange listing standards; (3) changes in applicable laws or regulations; (4) the possibility that Alvotech may be adversely affected by other economic, business, and/or competitive factors; (5) Alvotechs estimates of expenses and profitability; (6) Alvotechs ability to develop, manufacture and commercialize the products and product candidates in its pipeline; (7) the ability of Alvotech or its partners to respond to inspection findings and resolve deficiencies to the satisfaction of the regulators; (8) actions of regulatory authorities, which may affect the initiation, timing and progress of clinical studies or future regulatory approvals or marketing authorizations; (9) the ability of Alvotech or its partners to enroll and retain patients in clinical studies; (10) the ability of Alvotech or its partners to gain approval from regulators for planned clinical studies, study plans or sites; (11) the ability of Alvotechs partners to conduct, supervise and monitor existing and potential future clinical studies, which may impact development timelines and plans; (12) Alvotechs ability to obtain and maintain regulatory approval or authorizations of its products, including the timing or likelihood of expansion into additional markets or geographies; (13) the success of Alvotechs current and future collaborations, joint ventures, partnerships or licensing
arrangements; (14) Alvotechs ability, and that of its commercial partners, to execute their commercialization strategy for approved products; (15) Alvotechs ability to manufacture sufficient commercial supply of its approved products; (16) the outcome of ongoing and future litigation regarding Alvotechs products and product candidates; (17) the potential impact of the ongoing COVID-19 pandemic on the FDAs review timelines, including its ability to complete timely inspection of manufacturing sites; (18) the impact of worsening macroeconomic conditions, including rising inflation and interest rates and general market conditions, war in Ukraine and global geopolitical tension, and the ongoing and evolving COVID-19 pandemic on the Companys business, financial position, strategy and anticipated milestones; and (19) other risks and uncertainties set forth in the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in documents that Alvotech may from time to time file or furnish with the SEC. There may be additional risks that Alvotech does not presently know or that Alvotech currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Alvotech does not undertake any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Report. Alvotech disclaims any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Report and such liability is expressly disclaimed. The recipient agrees that it shall not seek to sue or otherwise hold Alvotech or any of its directors, officers, employees, affiliates, agents, advisors, or representatives liable in any respect for the provision of this Report, the information contained in this Report, or the omission of any information from this Report.
INCORPORATION BY REFERENCE
The Company hereby incorporates by reference the information contained in the body of this Report on Form 6-K into the Companys registration statements on Form S-8 (File No. 333-266881) of Alvotech and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit 99.1 to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated February 9, 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALVOTECH | ||||||
Date: February 9, 2023 |
By: |
/s/ Tanya Zharov | ||||
Name: Tanya Zharov | ||||||
Title: General Counsel |
Exhibit 99.1
Press release
EMA Confirms Acceptance of Application for AVT04, a Proposed Biosimilar to Stelara® (ustekinumab)
| Partners Alvotech and STADA have marketing authorization application (MAA) for ustekinumab accepted for filing by the European Medicines Agency (EMA) |
| EMA opinion on AVT04 could come as soon as the second half of 2023 |
| Reference product Stelara® (ustekinumab) is prescribed to treat a variety of inflammatory conditions |
Reykjavik, Iceland & Bad Vilbel, Germany February 9, 2023 Alvotech (NASDAQ: ALVO), a global biotech company specializing in the development and manufacture of biosimilar medicines for patients worldwide, and global pharmaceutical company STADA Arzneimittel (STADA) today announced that the European Medicines Agency (EMA) has accepted a Marketing Authorization Application for AVT04, Alvotechs proposed biosimilar to Stelara® (ustekinumab). The companies anticipate that the EMA could recommend approving a marketing authorization for AVT04 as soon as in the second half of 2023.
We are pleased to be able to move closer to making AVT04 available to patients in Europe, said Joseph McClellan, Chief Scientific Officer of Alvotech. Our goal is to meet an increasing need for broader access to affordable biologic medicines and Alvotechs end-to-end biosimilars platform is designed to support the development and manufacture of multiple products simultaneously.
The EMAs acceptance for filing marks a key milestone in making an additional treatment option for inflammatory conditions available to patients and physicians in Europe, commented STADAs Head of Specialty, Bryan Kim. Authorization for ustekinumab would add to STADAs extensive range of six approved biosimilars in Europe, a portfolio that includes a high-concentration, citrate-free of adalimumab brought to market through our strategic partnership with Alvotech.
Executive Board: Peter Goldschmidt (CEO) / Simone Berger / Miguel Pagan Fernandez / Boris Döbler
Chairman of the Supervisory Board: Dr. Günter von Au
xx/02/2023 | Caring for Peoples Health | page 1 of 5 |
In November 2019, Alvotech and STADA announced a strategic partnership to commercialize eight biosimilar candidates developed by Alvotech in Europe. As of December 2022, the companies had launched marketing and sales of the first biosimilar in the partnership, high-concentration adalimumab, in 16 countries in Europe.
In May 2022, Alvotech announced that a confirmatory clinical, safety and efficacy study for AVT04 had met its primary endpoint, in demonstrating therapeutic equivalence between Alvotechs biosimilar candidate and the reference product in patients with moderate to severe chronic plaque-type psoriasis. Earlier in May 2022, Alvotech also announced positive top-line results from a pharmacokinetic (PK) similarity study for AVT04.
* | Stelara® is a registered trademark of Johnson & Johnson |
About AVT04 (ustekinumab)
AVT04 is a monoclonal antibody and a biosimilar candidate to Stelara® (ustekinumab). Ustekinumab binds to two cytokines, IL-12 and IL-23, that are involved in inflammatory and immune responses [1]. AVT04 is an investigational product and has not received regulatory approval in any country. Biosimilarity has not been established by regulatory authorities and is not claimed.
[1] |
https://www.janssenlabels.com/package-insert/product-monograph/prescribing-information/STELARA-pi.pdf |
About STADA Arzneimittel AG
STADA Arzneimittel AG is headquartered in Bad Vilbel, Germany. The company focuses on a three-pillar strategy consisting of generics, specialty pharma and non-prescription consumer healthcare products. Worldwide, STADA Arzneimittel AG sells its products in approximately 120 countries. In financial year 2021, STADA achieved group sales of EUR 3,249.5 million and reported earnings before interest, taxes, depreciation and amortization (EBITDA) of EUR 776.5 million. As of 31 December 2021, STADA employed 12,520 people worldwide.
Executive Board: Peter Goldschmidt (CEO) / Simone Berger / Miguel Pagan Fernandez / Boris Döbler
Chairman of the Supervisory Board: Dr. Günter von Au
xx/02/2023 | Caring for Peoples Health | page 2 of 5 |
About Alvotech
Alvotech is a biotech company, founded by Robert Wessman, focused solely on the development and manufacture of biosimilar medicines for patients worldwide. Alvotech seeks to be a global leader in the biosimilar space by delivering high quality, cost-effective products, and services, enabled by a fully integrated approach and broad in-house capabilities. Alvotechs current pipeline contains eight biosimilar candidates aimed at treating autoimmune disorders, eye disorders, osteoporosis, respiratory disease, and cancer. Alvotech has formed a network of strategic commercial partnerships to provide global reach and leverage local expertise in markets that include the United States, Europe, Japan, China, and other Asian countries and large parts of South America, Africa and the Middle East. Alvotechs commercial partners include Teva Pharmaceuticals, a US affiliate of Teva Pharmaceutical Industries Ltd. (US), STADA Arzneimittel AG (EU), Fuji Pharma Co., Ltd (Japan), Cipla/Cipla Gulf/Cipla Med Pro (Australia, New Zealand, South Africa/Africa), JAMP Pharma Corporation (Canada), Yangtze River Pharmaceutical (Group) Co., Ltd. (China), DKSH (Taiwan, Hong Kong, Cambodia, Malaysia, Singapore, Indonesia, India, Bangladesh and Pakistan), YAS Holding LLC (Middle East and North Africa), Abdi Ibrahim (Turkey), Kamada Ltd. (Israel), Mega Labs, Stein, Libbs, Tuteur and Saval (Latin America) and Lotus Pharmaceuticals Co., Ltd. (Thailand, Vietnam, Philippines, and South Korea). Each commercial partnership covers a unique set of product(s) and territories. Except as specifically set forth therein, Alvotech disclaims responsibility for the content of periodic filings, disclosures and other reports made available by its partners. For more information, please visit www.alvotech.com. None of the information on the Alvotech website shall be deemed part of this press release.
Forward Looking Statements
Certain statements in this communication may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally relate to future events or the future financial operating performance of Alvotech and may include, for example, Alvotechs expectations regarding competitive advantages, business prospects and opportunities including pipeline product development, future plans and intentions, results, level of activities, performance, goals or achievements or other future events, regulatory review and interactions, the success of its commercial partnerships, including its partnership with STADA, potential milestone and royalty payments, the potential approval and commercial launch of its product candidates, the timing of regulatory approvals and market launches, including in Europe, and the estimated size of the total addressable market of Alvotechs pipeline products, and the commercial success of AVT04, in Europe and other parts of the world, Alvotechs ability to improve global access to affordable biologics, and the effect of biosimilars on inflationary pressures for healthcare systems. In some cases, you can identify
Executive Board: Peter Goldschmidt (CEO) / Simone Berger / Miguel Pagan Fernandez / Boris Döbler
Chairman of the Supervisory Board: Dr. Günter von Au
xx/02/2023 | Caring for Peoples Health | page 3 of 5 |
forward-looking statements by terminology such as may, should, expect, intend, will, estimate, anticipate, believe, predict, potential, aim or continue, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Alvotech and its management, are inherently uncertain and are inherently subject to risks, variability, and contingencies, many of which are beyond Alvotechs control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Alvotech or others following the business combination between Alvotech Holdings S.A., Oaktree Acquisition Corp. II and Alvotech; (2) changes in applicable laws or regulations; (3) the possibility that Alvotech may be adversely affected by other economic, business, and/or competitive factors; (4) Alvotechs estimates of expenses and profitability; (5) Alvotechs ability to develop, manufacture and commercialize the products and product candidates in its pipeline, including AVT04; (6) actions of regulatory authorities, which may affect the initiation, timing and progress of clinical studies or future regulatory approvals or marketing authorizations; (7) the ability of Alvotech or its partners to respond to inspection findings and resolve deficiencies to the satisfaction of the regulators; (8) the ability of Alvotech or its partners to enroll and retain patients in clinical studies; (9) the ability of Alvotech or its partners to gain approval from regulators for planned clinical studies, study plans or sites; (10) the ability of Alvotechs partners to conduct, supervise and monitor existing and potential future clinical studies, which may impact development timelines and plans; (11) Alvotechs ability to obtain and maintain regulatory approval or authorizations of its products, including AVT04, including the timing or likelihood of expansion into additional markets or geographies; (12) the success of Alvotechs current and future collaborations, joint ventures, partnerships or licensing arrangements, including the partnership with STADA; (13) Alvotechs ability, and that of its commercial partners, to execute their commercialization strategy for approved products, including AVT04; (14) Alvotechs ability to manufacture sufficient commercial supply of its approved products, including AVT04; (15) the outcome of ongoing and future litigation regarding Alvotechs products and product candidates; (16) the potential impact of the ongoing COVID-19 pandemic on the FDAs review timelines, including its ability to complete timely inspection of manufacturing sites; and (17) other risks and uncertainties set forth in the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in documents that Alvotech may from time to time file or furnish with the SEC. There may be additional risks that Alvotech does not presently know or that Alvotech currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Alvotech does not undertake any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this communication. Alvotech
Executive Board: Peter Goldschmidt (CEO) / Simone Berger / Miguel Pagan Fernandez / Boris Döbler
Chairman of the Supervisory Board: Dr. Günter von Au
xx/02/2023 | Caring for Peoples Health | page 4 of 5 |
disclaims any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this communication and such liability is expressly disclaimed. The recipient agrees that it shall not seek to sue or otherwise hold Alvotech or any of its directors, officers, employees, affiliates, agents, advisors, or representatives liable in any respect for the provision of this communication, the information contained in this communication, or the omission of any information from this communication.
CONTACTS
Alvotech Investor Relations and Global Communications:
Benedikt Stefansson, Director
E-Mail: alvotech.ir[at]alvotech.com
Web: https://investors.alvotech.com
LinkedIn: https://www.linkedin.com/company/alvotechpr/
STADA information for journalists:
STADA Arzneimittel AGMedia Relations
Stadastrasse 2-18
61118 Bad VilbelGermany
Phone: +49 (0) 6101 603-165
Fax: +49 (0) 6101 603-215
E-Mail: press@stada.de
Or visit us on the Internet at www.stada.com/press
Follow STADA on LinkedIn
STADA information for capital market participants:
STADA Arzneimittel AGInvestor & Creditor Relations
Stadastrasse 2-18
61118 Bad Vilbel Germany
Phone: +49 (0) 6101 603-4689
Fax: +49 (0) 6101 603-215
E-mail: ir@stada.de
Or visit us on the Internet at www.stada.com/investor-relations
Executive Board: Peter Goldschmidt (CEO) / Simone Berger / Miguel Pagan Fernandez / Boris Döbler
Chairman of the Supervisory Board: Dr. Günter von Au
xx/02/2023 | Caring for Peoples Health | page 5 of 5 |