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As filed with the Securities and Exchange Commission on October 9, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

vVARDIS Holding AG

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Haley Abivardi

Goly Abivardi

Co-Chief Executive Officers and Co-Founders

Gubelstrasse 24

6300 Zug

Switzerland

+41 78 258 4860

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

vVARDIS Inc.

Keith Koford

General Counsel

99 Wall Street, Suite 1836

New York, New York 10005

United States of America

+1 800 217 0064

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Yasin Keshvargar

Deanna L. Kirkpatrick

Maxim Van de moortel

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

United States of America

+1 212 450 4000

Dieter Gericke

Daniel Häusermann

Estelle Piccard

Homburger AG

Hardstrasse 201

CH-8005 Zurich

Switzerland

+41 43 222 1000

Patrick Schärli

Stephan Erni

Lenz & Staehelin

Brandschenkestrasse 24

CH-8027 Zurich

Switzerland

+41 58 450 8000

Brian K. Rosenzweig

Matthew T. Gehl

Mark Edlund

Covington & Burling LLP

30 Hudson Yards

New York, New York 10001

United States of America

+1 212 841 1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


	Per Class A ordinary share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders	$	$


Joint Bookrunning Managers
Goldman Sachs & Co. LLC			J.P. Morgan


Bookrunners
William Blair	UBS Investment Bank	Deutsche Bank Securities	Apollo Global Securities


About This Prospectus			ii
Cautionary Statement Regarding Forward-Looking Statements			vi
Summary			1
The Offering			12
Summary Financial and Other Information			16
Risk Factors			20
Use of Proceeds			86
Dividend Policy			87
Capitalization			88
Dilution			91
A Letter from Our Founders			94
Management’s Discussion and Analysis of Financial Condition and Results of Operations			97
Business			120
Management			157
Principal and Selling Shareholders			166
Related Party Transactions			170
Description of Share Capital and Articles of Association			172
Comparison of Swiss Corporate Law and U.S. Corporate Law			187
Ordinary Shares Eligible for Future Sale			197
Taxation			199
Underwriting			206
Expenses of the Offering			215
Legal Matters			215
Experts			215
Enforcement of Judgments			216
Where You Can Find More Information			217
Index to Consolidated Financial Statements			F-1


	Nine Months Ended September 30,
	2026 (Estimated)	2025
(thousands of $)	High	Low	Actual
U.S. GAAP financial measures:
Net revenue
Gross profit
Net loss
Non-GAAP financial measures:
Adjusted EBITDA⁽¹⁾


	For the Six Months Ended June 30,	For the Years Ended December 31,
	2026	2025	2025	2024
	(thousands of $, except for per share amounts)
Net revenue	$28,558	$9,088	$30,209	$12,157
Cost of goods sold	(3,885)	(4,417)	(7,792)	(8,269)
Research and development expense	(7,159)	(2,002)	(4,575)	(2,641)
Selling, general and administrative expense	(35,064)	(26,750)	(59,925)	(32,213)
Loss from operations	$(17,550)	$(24,081)	$(42,084)	$(30,966)
Interest expense	(9,015)	(4,061)	(11,753)	(3,942)
Loss on loans measured at fair value	(1,205)	(1,474)	(1,647)	(412)
Gain on loan conversion	1,613	—	—	—
Loss due to change in the fair value of derivative liabilities	(8)	—	—	—
Loss on term loan extinguishment	(1,580)	(1,245)	(1,628)	—
Other income / (expense), net	(412)	(1,169)	298	184
Loss before income taxes	$(28,157)	$(32,030)	$(56,813)	$(35,135)
Income tax benefit	350	(26)	366	398
Net loss	$(27,807)	$(32,057)	$(56,447)	$(34,737)
Net loss attributable to:
Owners of vVARDIS Holding AG	(27,807)	(32,057)	(56,494)	(34,737)
Non-controlling interests	—	—	48	—
Loss per ordinary share⁽¹⁾
Basic	$(0.70)	$(0.93)	$(1.60)	$(1.11)
Diluted	$(0.70)	$(0.93)	$(1.60)	$(1.11)
Pro forma Loss per ordinary share⁽²⁾
Basic – Class A ordinary shares
Diluted – Class A ordinary shares
Basic – Class B voting rights shares
Diluted – Class B voting rights shares


	Six Months Ended June 30, 2026	Year Ended December 31, 2025
	(thousands of $, except share and per share amounts)
Numerator:
Net loss attributable to owners of vVARDIS Holding AG	$(27,807)	$(56,494)
Pro forma adjustments related to:
Share-based compensation expense for awards vesting upon completion of this offering
Pro forma net loss attributable to shareholders
Denominator:
Weighted-average ordinary shares used to compute basic and diluted loss per share
Conversion of Class A preferred shares as if converted at the beginning of the period
Conversion of Class B preferred shares as if converted at the beginning of the period
Share-based awards vesting upon completion of this offering
Pro forma weighted-average ordinary share equivalents
Pro forma net loss per ordinary share
Class A ordinary shares – basic and diluted
Class B voting rights shares – basic and diluted


	As of June 30, 2026
	Actual	Pro forma⁽¹⁾	Pro forma as adjusted⁽²⁾⁽³⁾
	(thousands of $)
Cash and cash equivalents	$28,974	$28,974
Total assets	104,803	104,803
Total liabilities	164,408	164,408
Total shareholder’s (deficit) equity	(118,502)	(59,605)


	As of June 30, 2026
	Actual	Pro Forma	Pro Forma as adjusted
(thousands of $, except for share counts)
Cash and cash equivalents	28,974	28,974
Total loans	84,207	84,207
Mezzanine equity:
Redeemable Series A convertible preferred shares, CHF 0.006 par value: 6,856,795 shares issued and outstanding (actual); no shares issued and no shares outstanding (pro forma)	44,472	—
Redeemable Series B convertible preferred shares, CHF 0.006 par value: 1,728,390 shares issued and outstanding (actual); no shares issued and outstanding (pro forma)⁽¹⁾	14,425	—
Total Mezzanine equity	58,897	—
Shareholders’ deficit:
Ordinary Shares, CHF 0.006 par value: 34,186,620 shares issued and outstanding (actual); no shares issued and outstanding (pro forma)	227	—	—
Class A ordinary shares, CHF 0.006 par value: no shares issued and outstanding (actual); 23,382,926 shares issued and outstanding (pro forma)⁽²⁾	—	155
Class B voting rights shares, CHF 0.0006 par value: no shares issued and outstanding (actual); 193,888,790 shares issued and outstanding (pro forma)	—	129
Additional paid-in capital	140,379	199,219
Accumulated deficit	(256,322)	(256,322)
Accumulated other comprehensive loss	(1,576)	(1,576)


Assumed initial public offering price per Class A ordinary share		$
Historical net tangible book value per ordinary share at June 30, 2026	$(2.98)
Increase in net tangible book value per Class A ordinary share attributable to the Conversion	$
Pro forma net tangible book value per Class A ordinary share after giving effect to the Conversion		$
Increase in pro forma net tangible book value per Class A ordinary share attributable to investors in this offering	$
Pro forma as adjusted net tangible book value per Class A ordinary share after giving effect to the Conversion and this offering		$
Dilution per Class A ordinary share to investors		$


	Shares Purchased	Total Consideration	Average Price Per Share
	Number	Percent	Amount	Percent
			(in $ millions)		(in $)
Existing shareholders		%	$	%	$
Investors in this offering		%	$	%	$
Total		100.0%	$	100.0%	$




As innovators and self-made serial entrepreneurs, creating new healthcare categories grounded in science.			As visionaries, helping shape global health policy and making an impact on people’s lives.

2020-today: Co-Founders and Co-CEOs of vVARDIS, a healthcare platform spanning clinical care, scientific research, education, and innovation			2025: Medicaid conference


	Six Months Ended June 30,
	2026	2025	Change	% Change
	(thousands of $, except percentages)
Net revenue	28,558	9,088	19,470	214.2%
Cost of goods sold	(3,885)	(4,417)	532	12.0%
Research and development expense	(7,159)	(2,002)	(5,157)	257.6%
Selling, general and administrative expenses	(35,064)	(26,750)	(8,314)	31.1%
Loss from operations	(17,550)	(24,081)	6,531	27.1%
Interest expense	(9,015)	(4,061)	(4,954)	122.0%
Loss on loans measured at fair value	(1,205)	(1,474)	269	18.2%
Gain on loan conversion	1,613	—	1,613	NM
Loss due to change in the fair value of derivative liabilities	(8)	—	(8)	NM
Loss on term loan extinguishment	(1,580)	(1,245)	(335)	26.9%
Other income / (expense), net	(412)	(1,169)	757	64.8%
Loss before income taxes	(28,157)	(32,030)	3,873	12.1%
Income tax benefit / (expense)	350	(26)	376	NM
Net loss	(27,807)	(32,057)	4,250	13.3%


	Year ended December 31,
	2025	2024	Change	% Change
	(thousands of $, except percentages)
Net revenue	30,209	12,157	18,052	148.5%
Cost of goods sold	(7,792)	(8,269)	477	5.8%
Research and development expense	(4,575)	(2,641)	(1,934)	73.2%
Selling, general and administrative expenses	(59,925)	(32,213)	(27,712)	86.0%
Loss from operations	(42,084)	(30,966)	(11,118)	35.9%
Interest expense	(11,753)	(3,942)	(7,811)	198.2%
Loss on loans measured at fair value	(1,647)	(412)	(1,235)	299.8%
Loss on term loan extinguishment	(1,628)	—	(1,628)	NM
Other income / (expense)	298	184	114	62.0%
Loss before income taxes	(56,813)	(35,135)	(21,678)	61.7%
Income tax benefit	366	398	(32)	(7.9)%
Net loss	(56,447)	(34,737)	(21,710)	62.5%


	Six Months Ended June 30,	Year Ended December 31,
(in $ thousands)	2026	2025	2025	2024
Net loss	(27,807)	(32,057)	(56,447)	(34,737)
Add:
Interest expense	9,015	4,061	11,753	3,942
Income tax (benefit) / expense	(350)	26	(366)	(398)
Depreciation and amortization	2,293	1,815	3,958	3,895
Share-based compensation expenses	4,007	6,358	13,884	5,890
Restructuring and other advisory costs⁽¹⁾	605	—	725	593
Loss on term loan extinguishment	1,580	1,245	1,628	—
Loss on loans measured at fair value	1,205	1,474	1,647	412
Gain on loan conversion	(1,613)	—	—	—
Loss due to change in the fair value of derivative liabilities	8	—	—	—
Adjusted EBITDA	(11,057)	(17,078)	(23,218)	(20,403)


	Payments Due by Period⁽¹⁾
	As of December 31, 2025
Borrowings	1,322	29,991	88,479	—	119,792
Lease liabilities	590	1,105	941	—	2,636
Total	1,912	31,096	89,420	—	122,428


		Yield		Maturity Date		As of
	June 30,		December 31,
	2026		2025		2025		2024
	(in $ thousands)
2026 Convertible Loan 6% - due to related party		6.000%		December 2026		—		318	320	280
2026 Convertible Loan 4% - due to related party		4.000%		December 2026		—		944	1,009	852
2027 Convertible Loan		7.000%		June 2027		—		16,951	17,236	15,412
Shareholder Loan – due to related party⁽¹⁾		8.000%		—		—		58	61	—
2029 PIK Loan		8.000%		March 2029		—		—	—	41,287
2026 Term Loan Tranche I⁽²⁾		8.000%		June 2027		11,568		10,700	11,135	10,300
2026 Term Loan Tranche II⁽²⁾		8.000%		June 2027		5,636		5,212	5,419	5,012
2030 Term Loan Tranche I		variable		February 2030		37,485		35,542	36,300	—
2030 Term Loan Tranche II		variable		February 2030		55,125		50,000	52,179	—
Less: unamortized discounts and issuance costs						(25,607)		(19,908)	(19,059)	(200)
Total						84,207		99,817	104,600	72,943
Less: current maturities						(17,204)		(376)	(1,390)	(280)
Total debt, non-current						67,003		99,441	103,210	72,663


Key assumption			December 31, 2025
Discount rate			22.22%
Expected timing of qualifying equity financing			Probability-weighted


Citation / Journal	Study Description	Study Conclusions	vVardis’ Role and Involvement
Godenzi et al., 2023 / Journal of American Dental Association	Authors: D. Godenzi, C. Bommer, M. Heinzel-Gutenbrunner, J. Horst Keeper and K. Peters Institution: School Dental clinic (Schulzahnklinik), Chur, Switzerland Timeframe: From May 2015 to October 2020 Study design: Retrospective cohort analysis Sample size: 405 early-stage lesions in 219 pediatric patients (average age range: 10-19 years) Description: The retrospective cohort analysis assessed, using bite-wing x-rays, the effect of Curodont® Repair on 405 early-stage cavities on proximal surfaces of permanent teeth in 219 patients in a public pediatric practice. The lesions were treated with Curodont® Repair followed by once-per-week application of one tube of Curodont® Protect. Changes in stage of cavitation and restoration were assessed over follow-ups ranging between 0.4 and	At the last available follow-up, no progression (reduction of or no change in severity) was seen in 93% of the treated lesions. Regression occurred in 37-40% of the lesions, with the rate of regression being similar regardless of its initial depth of the lesions. In lesions with a long term follow-up (>2 years), over 90% of the lesions did not cavitate. No serious adverse events were reported.	Authors included Claudine Bommer, a former employee of vVARDIS, and Jeremy Horst Keeper, who was director of clinical innovation at CareQuest Innovation Partners (“CareQuest”). CareQuest was party to a collaboration agreement with vVARDIS regarding deployment and access support for our products in the United States. Costs of statistical analysis, ethics committee fee and mailing costs were paid by vVARDIS.


Name	Position	Age
Haley Abivardi	Co-Chief Executive Officer, Co-Founder and Co-Chair	57
Goly Abivardi	Co-Chief Executive Officer, Co-Founder and Co-Chair	53
Thomas Rondot	Chief Financial Officer and Chief People Officer	53
Juergen Stark	Director	59
Clifford zur Nieden	Director	59
Steve Swift	Director Nominee	65
Frank Williams	Director Nominee	57


	Shares Beneficially Owned Prior to the Offering	Shares Beneficially Owned After the Offering
Shareholder	Class A Ordinary Shares	%	Class B Voting Shares	%	% of Total Voting Power Prior to the Offering^†	% of Total Economic Ownership Prior to the Offering	Class A Ordinary Shares	%	Class B Voting Shares	%	% of Total Voting Power After the Offering^†	% of Total Economic Ownership After the Offering
Selling shareholders:
Haley Abivardi⁽¹⁾	6,551,931	28.0%	131,844,377	68.0%	63.7%	46.1%
Goly Abivardi⁽²⁾	3,083,262	13.2%	62,044,413	32.0%	30.0%	21.7%
Executive Officers:
Thomas Rondot⁽³⁾	768,013	3.3%	—	—	0.4%	1.8%


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
Mergers and similar arrangements

Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock, without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.			Under Swiss law, with certain exceptions, a merger or a demerger of the corporation or a sale of all or substantially all of the assets of a corporation must be approved by two-thirds of the voting rights represented at the respective general meeting of shareholders as well as the majority of the par value of shares represented at such general meeting of shareholders. A shareholder of a Swiss corporation participating in a statutory merger or demerger pursuant to the Swiss Merger Act (Fusionsgesetz) can file a lawsuit against the surviving company. If the consideration is deemed “inadequate,” such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount to ensure that such shareholder receives the fair value of the shares held by such shareholder. Swiss law also provides that if the merger agreement provides only for a compensation payment, at least 90.0% of all members in the transferring legal entity who are entitled to vote shall approve the merger agreement.

Shareholders’ suits

Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.			Class actions and derivative actions as such are not available under Swiss law. Nevertheless, certain actions may have a similar effect. A shareholder is entitled to bring suit against directors, officers or liquidators for breach of their duties and claim the payment of the company’s losses or damages to the corporation and, in some cases, to the individual shareholder. Likewise, an appraisal lawsuit won by a shareholder may indirectly compensate all shareholders. In addition, to the extent that U.S. laws and regulations provide a basis for liability and U.S. courts have jurisdiction, a class action may be available.


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
			Under Swiss law, the winning party is generally entitled to recover a limited amount of attorneys’ fees incurred in connection with such action. The court has discretion to permit the shareholder who lost the lawsuit to recover attorneys’ fees incurred to the extent that he or she acted in good faith.

Shareholder vote on board and management compensation

Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.			Pursuant to Swiss law, the general meeting of shareholders has the non-transferable right, amongst others, to vote separately and bindingly on the maximum aggregate amount of compensation of the members of the board of directors, of the executive committee and of the advisory boards (if any). If variable compensation is approved for a future period rather than for a past period, the compensation report is subject to a non-binding / advisory vote of the general meeting of shareholders.

Annual vote on board renewal

Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of shareholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible. Classified boards are permitted.			The general meeting of shareholders elects the members of the board of directors, the (co-) chairperson(s) of the board of directors and the members of the compensation committee individually and annually for a term of office until the end of the following general meeting of shareholders. Re-election is possible. One year terms of office until the next ordinary general meeting of shareholders are mandatory under Swiss law for listed companies. Classified boards are not permitted.

Indemnification of directors and executive officers and limitation of liability

The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors and certain officers (“covered officers”) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation may eliminate or limit the liability of a director or covered officer for: • any breach of a director’s or covered officer’s duty of loyalty to the corporation or its shareholders;			Under Swiss corporate law, an indemnification by the corporation of a director or member of the executive committee in relation to potential personal liability is not effective to the extent the director or member of the executive committee intentionally or grossly negligently violated his or her corporate duties towards the corporation. Furthermore, the general meeting of shareholders may discharge (release) the directors and members of the executive committee from liability for their conduct to the extent the respective facts are known to shareholders. Such discharge is effective only with respect to claims of the company and of those shareholders who approved the discharge or who have since acquired their shares


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • statutory liability for unlawful payment of dividends or unlawful share purchase or redemption against a director; or • any transaction from which the director or covered officer derived an improper personal benefit; • any claim brought by or on behalf of the corporation (i.e., derivative claims) against a covered officer.			in full knowledge of the discharge. Most violations of corporate law are regarded as violations of duties towards the corporation rather than towards the shareholders. In addition, indemnification of other controlling persons is not permitted under Swiss corporate law, including shareholders of the corporation.

Covered officers eligible for exculpation include any individual who (i) is or was president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was a named executive officer identified in the corporation’s SEC filings; or (iii) has by written agreement with the corporation consented to be identified as an officer for purposes of accepting service of process. A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and the director or officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a court, any foregoing indemnification is subject to a determination that the director or officer has met the applicable standard of conduct: • by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum; • by a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;			The articles of association of a Swiss corporation may also set forth that the corporation shall indemnify and hold harmless, to the extent permitted by the law, the directors and executive managers out of assets of the corporation against threatened, pending or completed actions. Our Amended and Restated Articles of Association (which will come into force immediately prior to the completion of this offering) provide for such indemnification. Also, a corporation may enter into and pay for directors’ and officers’ liability insurance, which may cover negligent acts as well.


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
• by independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or • by the shareholders. Moreover, a Delaware corporation may not indemnify a director or officer in connection with any proceeding in which the director or officer has been adjudged to be liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the court deems proper.

Directors’ fiduciary duties

A director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: • the duty of care; and • the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and			The board of directors of a Swiss corporation manages the business of the corporation, unless responsibility for such management has been duly delegated to the executive committee based on organizational rules. However, there are several non-transferable duties of the board of directors: • the overall management of the corporation and the issuing of all necessary directives; • determination of the corporation’s organization; • the organization of the accounting, financial control and financial planning systems as required for management of the corporation; • the appointment and dismissal of persons entrusted with managing and representing the corporation; • the overall supervision of the persons entrusted with managing the corporation, in particular with regard to compliance with the law, articles of association, operational regulations and directives; • the compilation of the annual report, the compensation report, the report on non-financial matters and any other reports required by law, the preparation for the general meeting of the shareholders and implementation of its resolutions; and


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
that the transaction was of fair value to the corporation.			• the filing of an application for a debt restructuring moratorium and notification of the court in the event that the company is over-indebted. The members of the board of directors must perform their duties with all due diligence and safeguard the interests of the corporation in good faith. They must afford the shareholders equal treatment in equal circumstances. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent director would exercise under like circumstances. Members of the board of directors and the executive committee are required to immediately and fully disclose any conflict of interest to the board of directors. The duty of loyalty requires directors to safeguard the interests of the corporation, putting aside their own interests where necessary. Where a risk of conflict exists, the board of directors must take appropriate measures to ensure that the interests of the company are duly protected. The burden of proof for a violation of these duties is with the corporation or with the shareholder bringing a suit against the director. The Swiss Federal Supreme Court has established a doctrine that restricts its review of a business decision if the decision has been taken following proper preparation, on an informed basis and without conflicts of interest.

Shareholder action by written consent

A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.			Shareholders of a Swiss corporation may exercise their voting rights in a general meeting of shareholders. Shareholders can only act by written consents if no shareholder requests a general meeting of shareholders. The articles of association must allow for (independent) proxies to be present at a general meeting of shareholders. The instruction of such (independent) proxies may occur in writing or electronically.


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
Shareholder proposals

A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.			At any general meeting of shareholders, any shareholder may put proposals to the meeting if the proposal is part of an agenda item. No resolution may be taken on proposals relating to the agenda items that were not duly notified; exceptions to this are motions to convene an extraordinary general meeting or to carry out a special audit and to appoint an external auditor. Unless the articles of association provide for a lower threshold or for additional shareholders’ rights: • shareholders together representing at least 5% of the share capital or voting rights may demand that a general meeting of shareholders be called for specific agenda items and specific proposals; and • shareholders together representing shares with a par value of at least 0.5% of the share capital or the voting rights may demand that an agenda item including a specific proposal, or a proposal with respect to an existing agenda item, be put on the agenda for a scheduled general meeting of shareholders, provided such request is made with appropriate lead time.

			Any shareholder can propose candidates for election as directors or make other proposals within the scope of an agenda item without prior written notice. In addition, any shareholder is entitled, at a general meeting of shareholders and without advance notice, to (i) request information from the board of directors on the affairs of the company (note, however, that the right to obtain such information is limited), (ii) request information from the auditors on the methods and results of their audit, (iii) request that the general meeting of shareholders resolve to convene an extraordinary general meeting or (iv) request that the general meeting of shareholders resolve to appoint an examiner to carry out a special examination (Sonderuntersuchung).

Cumulative voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.			Cumulative voting is not permitted under Swiss corporate law. Pursuant to Swiss law, shareholders can vote for each proposed candidate, but they are not allowed to cumulate their votes for single


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
			candidates. An annual individual election of (i) all members of the board of directors, (ii) the (co-) chairperson(s) of the board of directors, (iii) the members of the compensation committee and (iv) the election of the independent proxy for a term of office of one year (i.e., until the following annual general meeting of shareholders), as well as the vote on the maximum aggregate amount of compensation of the members of the board of directors, of the executive committee and of the members of any advisory board, is mandatory for listed companies. Re-election is permitted.

Removal of directors

A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.			A Swiss corporation may remove, with or without cause, any director at any time with a resolution passed by a majority of the voting rights represented at a general meeting of shareholders where a proposal for such removal was properly set on the agenda. The articles of association may require the approval by a supermajority of the voting rights represented at a meeting for the removal of a director. Our Amended and Restated Articles of Association provide for such supermajority.

Transactions with interested shareholders

The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation’s outstanding voting shares within the past three years.			No such rule applies to a Swiss corporation.

Dissolution; Winding up

Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.			A dissolution of a Swiss corporation requires the approval by two-thirds of the voting rights represented at the respective general meeting of shareholders as well as the majority of the par value of shares represented at such general meeting of shareholders. The articles of association may increase the voting thresholds required for such a resolution. Our Amended and Restated Articles of Association do not provide for such higher threshold.


DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
Variation of rights of shares

A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.			The general meeting of shareholders of a Swiss corporation may resolve that preference shares be issued or that existing shares be converted into preference shares with a resolution passed by a majority of the voting rights represented at the general meeting of shareholders. Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association. Shares with preferential voting rights (such as our Class B voting rights shares) are not regarded as preference shares for these purposes.

Amendment of governing documents

A Delaware corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.			The articles of association of a Swiss corporation may be amended with a resolution passed by a majority of the voting rights represented at a general meeting of shareholders, unless otherwise provided in the articles of association. There are a number of resolutions, such as an amendment of the stated purpose of the corporation, the introduction of a capital range and conditional capital and the introduction of shares with preferential voting rights, that require the approval by two-thirds of the voting rights and a majority of the par value of the shares represented at such general meeting of shareholders. The articles of association may increase these voting thresholds.

Inspection of books and records

Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of, list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.			Under Swiss law, any shareholder may request access to the minutes within 30 days following the general meeting. A corporation’s annual report, compensation report and the auditors’ reports must be made available for inspection by shareholders at least 20 calendar days prior to each annual general meeting of shareholders. If the documents are not electronically accessible, (i) any shareholder may request that they be sent to them in good time and (ii) any shareholder may for one year following the general meeting request that they be sent the annual report in the form approved

Switzerland

Not Applicable

(State or Other Jurisdiction of
Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)