GeNeuro : 2022 Universal Registration Document

A Swiss joint stock company (société anonyme) with share capital of 1,249,951.40 Swiss francs

Registered and principal office: 3 chemin du Pré-Fleuri - 1228 Plan-les-Ouates - Geneva - Switzerland

CHE-112.754.833Registre du commerce (commercial register) of Geneva

2022

UNIVERSAL REGISTRATION DOCUMENT

including the Annual Financial Report

This Universal Registration Document was filed on April 28, 2023 with the Autorité des marchés financiers ("AMF") as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of the said Regulation.

This Universal Registration Document may be used for the purpose of an offer to the public of securities or the admission of securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, by a summary and any amendments made to the Universal Registration Document. These documents are being together approved by the AMF in accordance with Regulation (EU) 2017/1129.

Copies of this Universal Registration Document are available at no cost at the headquarters of GeNeuro SA (3 chemin du Pré-Fleuri - 1228 Plan-les-Ouates / Geneva - Switzerland), as well as electronically on the GeNeuro website (www.geneuro.com) or on the AMF website (www.amf-france.org).

Luc Schulthess	Adelina Todorova
Licensed audit expert
Auditor in charge
Geneva, Switzerland, April 28 2023

1

GENERAL OBSERVATIONS

Unless otherwise indicated, in this universal registration document (the "Universal Registration Document") the terms "Company" or "GeNeuro" mean GeNeuro SA and the term "Group" means the Company and its subsidiaries GeNeuro Innovation SAS ("GeNeuro Innovation"), in France.

This Universal Registration Document was prepared pursuant to Annex 1 and Annex 2 of the delegated regulation (EU) 2019/980 of the Commission of 14 March 2019 which complements Regulation (EU) 2017/2019 of the European Parliament and Counsel and, pursuant to article 19 of the Regulation (EU) 2017/1129, incorporates by reference (i) the Company's consolidated financial statements for the year ended December 31, 2021, prepared in accordance with IFRS, and the auditors' report related thereto presented in section 18.3 of the Universal Registration Document filed with the AMF on April 27, 2022 and (ii) the Company's consolidated financial statements for the year ended December 31, 2020, prepared in accordance with IFRS, and the auditors' report related thereto presented in section 18.3 of the Universal Registration Document filed with the AMF on April 30, 2021.

This Universal Registration Document contains statements about the Group's objectives. These statements are sometimes identified by the use of the future tense, the conditional tense, and expressions with forward-looking character, such as "think," "has as an objective," "expects," "intends," "should," "with the ambition of," "consider," "believe," "wish," "could," etc. This information is based on data, assumptions, and estimates considered reasonable by the Company. They may change or be changed because of uncertainties related to any business as well as to the economic, financial, competitive and regulatory environment.

Furthermore, the achievement of the Group's objectives assumes the success of its strategy, which is set forth in Section 5.1.2 of the Universal Registration Document. The Company can make no commitment or give any assurance that the objectives set forth in this Universal Registration Document will be achieved.

Investors are urged to give consideration to the risk factors set forth in Chapter 3 "Risk Factors" of this Universal Registration Document before making their investment decision. The occurrence of such risks could have a negative effect on the Group's business, financial condition, results of operations, or prospects. Furthermore, other risks, not presently identified or not considered material by the Company, could have the same negative effect, and investors could lose all or part of their investment.

This Universal Registration Document also contains information about the markets in which the Group competes, some of which information was obtained from sources external to the Company. Unless otherwise indicated, the information relating to the markets in which the Group competes or its competitive position contained in this Universal Registration Document comes from the Company's internal estimates. These internal estimates are based on reports of analysts, specialized studies, industry publications, any and all information published by market survey companies, and public and governmental sources, as well as internal knowledge of the market by the Company. Even though such information is considered reliable, it has not been independently verified by the Company. Furthermore, in light of the very rapid changes occurring in France, in the world, and in the industry in which the Group competes, it is possible that such information may prove erroneous or not be up to date. The Group's business, accordingly, could evolve in a different way from the one described in this Universal Registration Document. The Company has not committed or agreed to publish any update of the information contained herein, except in connection with any legal or regulatory obligation that may apply to it.

A glossary that contains definitions of certain technical terms used in this Universal Registration Document, as well as an index of abbreviations used, are set forth in Appendix of this Universal Registration Document.

A reconciliation table with the Annual Financial Report is located at the end of this Universal Registration Document.

This Universal Registration Document has been prepared on the basis of the Company's annual consolidated financial statements for the financial years ending December 31, 2021 and 2022.

2

GeNeuro SA - 2022 Universal Registration Document

		TABLE OF CONTENTS
CHAPTER 1.	PERSONS RESPONSIBLE FOR THIS UNIVERSAL REGISTRATION DOCUMENT	5
1.1	Person Responsible For The Universal Registration Document	5
1.2	Certificate Of The Person Responsible For The Universal Registration Document	5
1.3	Information From Third Parties, Experts' Statements or Reports	5
1.4	Declaration relating to the registration document	5
1.5	Person Responsible For The Financial Information	5
1.6	Indicative Timetable for Financial Communication	5
CHAPTER 2.	STATUTORY AUDITORS OF THE FINANCIAL STATEMENTS	6
2.1	Principal Statutory Auditor	6
2.2	Subsidiary Statutory Auditor	6
CHAPTER 3.	RISK FACTORS	7

3.1 Risks Related To The Development and Potential Future Commercialization of The Group's Product

	Candidates	8
3.2	Risks Related To The Company's Financial Situation and Capital Needs	15
3.3	Risks Related To The Company, Its Operations and Organization	19
3.4	Risks Related To The Company's Dependency on Third Parties	20
3.5	Risks Relating To The Company's Intellectual Property Rights	22
CHAPTER 4. INFORMATION ABOUT THE COMPANY AND THE GROUP	24
4.1	History And Development Of The Company And The Group	24
CHAPTER 5. DESCRIPTION OF THE GROUP'S BUSINESS	29
5.1	General Presentation	29
5.2	Temelimab: Clinical Development as of the Date Hereof	36
5.3	Continued Clinical Development in MS	49
5.4	Long-COVID	49
5.5	The HERV Platform in other indications	51
5.6	Research And Development and Intellectual Property	57
5.7	Organization of the Company	75
5.8	Material Events having an Impact on the Information set forth in Sections 5.1 to 5.3	77

5.9 Degree of the Company's Dependence on Patents, Licenses, Manufacturing and Commercial or Financial

	Agreements or new Manufacturing Processes	77
5.10	Factual Basis for any Statement by the Company about its Competitive Position	77
5.11	Investments	77
CHAPTER 6. ORGANIZATION CHART	78
6.1	Organization	78
6.2	Subsidiaries And Equity Stakes	78
6.3	Restructurings	78
CHAPTER 7. ANALYSIS OF FINANCIAL CONDITION AND RESULTS	79
7.1	Financial Condition	79
7.2	Comparison Of The Financial Statements For The Two Years Ended December 31, 2022 and 2021	83
7.3	Group's Market Risks	88
CHAPTER 8. CASH AND EQUITY	89
8.1	Information About Equity, Liquidity, And Sources Of Funds	89
8.2	Description Of The Group's Cash Flows	91
8.3	Borrowing Conditions And Financing Structure	92

8.4 Information About Any Restriction On The Use Of Funds Significantly Influencing, Or Potentially Influencing,

	The Group's Business, Directly Or Indirectly	92
8.5	Sources Of Funds Expected For Future Investments	92
8.6	Off-Balance Sheet Commitments	93
CHAPTER 9. REGULATORY ENVIRONMENT	94
9.1	In the United States	94
9.2	In the European Union	100
9.3	Registration procedures outside of Europe and the United States	101
9.4	Reimbursement	101
9.5	Other Healthcare Laws and Compliance Requirements in the United States	103
9.6	Data protection Rules in Europe	104
CHAPTER 10. INFORMATION ON TRENDS	105

3

GeNeuro SA - 2022 Universal Registration Document

10.1

Recent Changes Since The End Of Financial Year 2022

105

10.2 Known Trends, Uncertainties, Requests For Commitment Or Event Reasonably Likely To Influence The

	Company's Prospects	105
CHAPTER 11.	FORECASTS OR ESTIMATES OF PROFIT OR LOSS	106
CHAPTER 12.	ADMINISTRATIVE, MANAGEMENT, SUPERVISORY, AND SENIOR MANAGEMENT BODIES	107
12.1	Members Of The Administration, Management, And Supervisory Bodies	107
12.2	Conflicts Of Interest In The Administration, Management, And Supervisory Bodies	113
CHAPTER 13.	COMPENSATION AND BENEFITS	114

13.1 Compensation And Benefits Of Any Kind Granted To Executive Officers And Members Of The

Administrative, Management, And Supervisory Bodies

114

13.2 Amounts Provisioned By The Company And Its Subsidiary For Payment Of Pensions, Retirement, Or Other

	Benefits To Executives	118
13.3	Loans And Guarantees Granted To Executives	118
13.4	Legal Framework Relating To Compensation	119
13.5	2022 Remuneration Report	123
CHAPTER 14. OPERATION OF ADMINISTRATION AND MANAGEMENT BODIES OF THE COMPANY	132
14.1	Organization And Operation Of The Company's Management And Administrative Bodies	132

14.2 Agreements Between Members Of Administration Or Management Bodies And The Company Or Any Of

	Its Subsidiaries		134
14.3	Operation Of Committees		134
14.4	Statement Regarding Company Governance		137
14.5	Internal Control And Company Governance		139
CHAPTER 15. EMPLOYEES		141
15.1	Human Resources		141
15.2	Profit Sharing And Participation Of Employees		141
CHAPTER 16. PRINCIPAL SHAREHOLDERS		142
16.1	Identification Of Shareholders		142
16.2	Shareholder Voting Rights		143
16.3	Shareholders' Agreements, Lock-Up Obligations, And Concerted Action	143
16.4	Control Of The Company		143
16.5	Agreements That Could Cause A Change Of The Company's Control	143
CHAPTER 17. TRANSACTIONS WITH RELATED PARTIES		144
17.1	Intragroup Agreements		144
17.2	Transactions With Related Parties		144
17.3	Special Reports Of Auditors		144
CHAPTER 18. INFORMATION REGARDING THE COMPANY'S	ASSETS,	FINANCIAL SITUATION AND
	RESULTS		145
18.1	Historical Financial Information		145
18.2	Pro Forma Financial Information		145
18.3	Financial Statements		145
CHAPTER 19. ADDITIONAL INFORMATION		186
19.1	Equity Capital		186
19.2	Articles Of Association		188
CHAPTER 20. MATERIAL AGREEMENTS		194
CHAPTER 21. DOCUMENTS AVAILABLE TO THE PUBLIC		195
CHAPTER 22. INFORMATION ON INVESTMENTS		195
CHAPTER 23. ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2022	196
CHAPTER 24. RESOLUTIONS TO BE SUBMITTED TO THE	JUNE 14,	2023,	ANNUAL GENERAL
	SHAREHOLDERS' MEETING		213
Appendix	.................................................................................................................................................................		214
Annual Financial Report Cross-reference Table		216

4

GeNeuro SA - 2022 Universal Registration Document

CHAPTER 1.

PERSONS RESPONSIBLE FOR THIS UNIVERSAL REGISTRATION DOCUMENT

1.1 Person Responsible For The Universal Registration Document

Mr. Jesús Martin-Garcia, Chairman of the Board of Directors and Chief Executive Officer of GeNeuro.

1.2 Certificate Of The Person Responsible For The Universal Registration Document

I certify that, to my knowledge, the information contained in this Universal Registration Document is in accordance with the facts and contains no omission likely to affect its import.

I certify that, to my knowledge, the financial statements of GeNeuro have been prepared in accordance with applicable accounting standards and give a fair view of the assets, liabilities, financial position and results of the Company and all the subsidiaries included in the scope of consolidation, and that the management report of the board of directors, as referenced in the cross reference list included on page 241 gives a true and fair view of the business trends, results and financial position of the Company and its subsidiaries included in the scope of consolidation and describes the main risks and uncertainties with which they have to contend.

Mr. Jesús Martin-Garcia, Chairman of the Board of Directors and Chief Executive Officer of GeNeuro.

1.3 Information From Third Parties, Experts' Statements or Reports

Certain market information set forth in CHAPTER 5, "Description of the Group's Business" of this Universal Registration Document, come from third-party sources. The Company certifies that such information has been faithfully reproduced and that, to the Company's knowledge, on the basis of data published or provided by such sources, no fact has been omitted that would make the information reproduced inaccurate or misleading.

1.4 Declaration relating to the registration document

Not applicable.

1.5 Person Responsible For The Financial Information

Mr. Miguel Payró

Group Chief Financial Officer

3 chemin du Pré-Fleuri,CH-1228Plan-les-Ouates, Switzerland

Telephone: [phone] [e-mail]

1.6 Indicative Timetable for Financial Communication

April 5, 2023	2023 annual results
April 17, 2023	Q1 2023 cash position
June 14, 2023	Annual general meeting of shareholders
July 25, 2023	Q2 2023 cash position
September 29, 2023	1H 2023 results
October 18, 2023	Q3 2023 cash position

• This timetable is indicative and the Company reserves the right to amend the above-mentioned dates should it deem it necessary to do so.

5

GeNeuro SA - 2022 Universal Registration Document