Our status as a Swiss corporation means that
our shareholders enjoy certain rights that may limit our flexibility to raise capital, issue dividends and otherwise manage ongoing
Swiss law reserves for approval by shareholders
certain corporate actions over which a board of directors would have authority in some other jurisdictions. For example, the payment
of dividends and cancellation of treasury shares must be approved by shareholders. Swiss law also requires that our shareholders
themselves resolve to, or authorize our board of directors to, increase our share capital. While our shareholders may authorize
share capital that can be issued by our board of directors without additional shareholder approval, Swiss law limits this authorization
to 50% of the issued share capital at the time of the authorization. The authorization, furthermore, has a limited duration of
up to two years and must be renewed by the shareholders from time to time thereafter in order to be available for raising capital.
Additionally, subject to specified exceptions, including exceptions explicitly described in our articles of association, Swiss
law grants pre-emptive subscription rights to existing shareholders to subscribe for new issuances of shares. Swiss law also does
not provide as much flexibility in the various rights and regulations that can attach to different categories of shares as do the
laws of some other jurisdictions. These Swiss law requirements relating to our capital management may limit our flexibility, and
situations may arise where greater flexibility would have provided benefits to our shareholders.
Swiss law restricts our ability to pay dividends.
The proposal to pay future dividends to
shareholders will effectively be at the discretion of our board of directors and subject to approval by, in their discretion, our
shareholders after taking into account various factors including our business prospects, liquidity requirements, financial performance
and new product development. In addition, payment of future dividends is subject to certain limitation pursuant to Swiss law or
by our articles of association. Accordingly, investors cannot rely on dividend income from our common shares and any returns on
an investment in our common shares will likely depend entirely upon any future appreciation in the price of our common shares.
Dividends paid on our common shares are subject to Swiss Federal withholding tax, except if paid out of reserves from capital contributions
(apports de capital).
See “Item 10. Additional Information-
E. Taxation—Swiss Tax Considerations” for a summary of certain Swiss tax consequences regarding dividends distributed
to holders of our common shares.
Shareholders in countries with a currency other
than Swiss Francs face additional investment risks from currency exchange rate fluctuations in connection with their holding of
our common shares
Any future payments of dividends, if any,
will likely be denominated in Swiss Francs. The foreign currency equivalent of any dividend, if any, paid on our common shares
or received in connection with any sale of our common shares could be adversely affected by the depreciation of the Swiss Franc
against such other currency.
We are a foreign private issuer and, as a result,
we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient
and less frequent than those of a U.S. domestic public company.
We are reporting under the Exchange Act
as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act
and although we are subject to Swiss laws and regulations with regard to such matters and intend to furnish quarterly financial
information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies,
including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect
of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports
of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time;
and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing
unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant
events. In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after
the end of each financial year, while U.S. domestic issuers that are accelerated filers are required to file their annual report
on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair
Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you
may not have the same protections afforded to shareholders of companies that are not foreign private issuers.