Allosteric Modulators for
Human Health
Annual Report 2015
Page 1 of 50
Addex Therapeutics Annual Report 2015
Contents
3
4
6
15
18
44
Letter to Shareholders
Financial Review
Corporate Governance Report
Compensation Report
Consolidated Financial Statements
Statutory Financial Statements
Key Facts / Addex Therapeutics
Focus:
Disease area:
Lead programs:
Oral small molecule allosteric modulation-based drug discovery and
development against diseases with high unmet medical needs.
Rare diseases with orphan drug designation potential
Central Nervous System (CNS)
Dipraglurant (ADX48621) for the treatment of Parkinson’s disease
levodopa-induced dyskinesia (PD-LID);
Dipraglurant (ADX48621) for the treatment of dystonia;
ADX71149 for epilepsy and undisclosed CNS disorders (licensed to
Janssen Pharmaceuticals Inc.);
ADX71441 for the treatment of Charcot-Marie-Tooth type 1A
neuropathy; and
ADX71441 for the treatments of addiction (alcohol use disorder
and/or nicotine cessation)
Total full time equivalent employees and
consultants as of December 31, 2015:
8
Stock symbol / exchange:
ADXN (ISIN:CH0029850754) / SIX Swiss Exchange
Shares outstanding as of 28 April 2016:
11,699,612
Cash as of December 31, 2015:
CHF2.6 million
Headquarters:
Geneva, Switzerland
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Addex Therapeutics Annual Report 2015
Letter to Shareholders
Dear Shareholders,
Addex has made significant progress in 2015, achieving important milestones as we pursue the development of our two
unpartnered clinical stage programs, dipraglurant in Parkinson’s disease and dystonia, and ADX71441 in Charcot-Marie-Tooth
neuropathy and addiction. We continued to develop important strategic alliances with patient advocacy groups, academic
institutions and governmental organizations to advance development of our promising portfolio of drug candidates.
The ongoing support and collaboration of The Michael J. Fox Foundation for Parkinson’s Research has enabled completion of an
mGlu5 receptor occupancy study with dipraglurant in healthy volunteers, at the world renowned Johns Hopkins University, with
positive results reported on 11 April 2016. An important milestone was the receipt of orphan drug designation in levodopa-induced
dyskinesia associated with Parkinson’s disease (PD-LID) from the US Food and Drug Administration (FDA) at the end of 2015. We
have commenced interactions with the FDA and other leading regulatory authorities to obtain input on the phase III clinical
development plans for dipraglurant in PD-LID.
We worked closely with the Dystonia Medical Research Foundation and internationally renowned leaders in the field to explore the
development of dipraglurant for dystonia, an important unmet medical need. This work has resulted in the design of a phase IIa
proof of concept clinical study for focal cervical dystonia, which is planned to start in 2016.
Our other lead drug candidate ADX71441, a GABA-B positive allosteric modulator (PAM), demonstrated positive results in multiple
preclinical models of alcohol use disorder, under our collaboration with the US National Institute on Alcohol Abuse and Alcoholism
(NIAAA). We continue to work with the US National Institute on Drug Abuse (NIDA) to evaluate ADX71441 in preclinical models of
addiction. During 2015, we entered an agreement with the US National Institute of Neurological Disorders and Stroke (NINDS),
enabling the Company to submit ADX71441 to the Anticonvulsant Screening Program (ASP) for evaluation in preclinical models of
epilepsy.
Our strategic partner, Janssen Pharmaceuticals Inc., (JPI) continues to make progress in the development of ADX71149, an
mGluR2 PAM, with demonstration of a synergistic efficacy with levetiracetam (Keppra, a globally commercialized anti-epileptic
drug) in preclinical models of epilepsy. ADX71149 has been extensively profiled by JPI in preclinical models of epilepsy, showing
efficacy both stand alone and in combination with SV2A ligands including levetiracetam.
We have made significant progress in securing resources to advance our portfolio of discovery stage programs and are pleased to
collaborate with Pierre Fabre Pharmaceuticals on advancing our mGluR3 program for CNS disorders. We also secured Swiss
government (CTI) grants totaling CHF1m for our mGluR7 (psychiatry) / mGluR4 (neurodegeneration) and TrkB (neurodegeneration)
programs with the Universities of Lausanne and Geneva, respectively.
In March 2015, we secured additional capital of CHF2.8 million, extending our cash runway into 2017. In 2016, we plan to complete
the preparation of dipraglurant for entry into a phase III clinical study for PD-LID, and start a phase II proof of concept study with
dipraglurant in focal cervical dystonia.
Approaching the start of Phase III with dipraglurant, 2016 is an important year for Addex. We are focused on executing our strategy
to establish Addex as a successful clinical stage drug developer, with a leading allosteric modulator drug discovery platform. We will
continue to evaluate strategic options for our portfolio of drug candidates and advance their development for the benefit of patients.
We are committed to building significant value for our shareholders and believe that our ability to execute a clinical and regulatory
strategy can drive this value. Finally, we would like to acknowledge and thank our employees, consultants and collaboration
partners for their dedication, loyalty and perseverance. We would also like to thank our shareholders for your continued support.
Vincent Lawton
Chairman of the Board
Tim Dyer
Chief Executive Officer
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Addex Therapeutics Annual Report 2015
Financial Review 2015
Overview
The following review and discussion of the financial results for 2015 should be read in conjunction with the consolidated financial
statements and related notes, which have been prepared in accordance with International Financial Reporting Standards and are
presented in this Annual Report.
We are a development-stage biopharmaceutical company focused on building a sustainable pharmaceutical business around our
expertise in the discovery and development of oral small molecule allosteric modulators of G-protein coupled receptors. As a result,
commercialization is currently limited to out-licensing of selected discovery and development stage programs.
During 2015, we focused on the development of dipraglurant and ADX71441. In addition we entered a number of collaborations
with patient advocacy groups, academic institutions and governmental organizations to characterize our portfolio of drug candidates
and access expertise to complement our internal resources. At December 31, 2015, our headcount was 8 FTEs compared to 5
FTEs at December 31, 2014, and our average headcount was stable at 6 FTEs in 2015, compared to 5 FTEs in 2014.
Research and development expenditure increased to CHF1.7 million and general and administrative expenses decreased slightly to
CHF1.8 million. In addition, a charge of CHF1.2 million has been recorded in the income statement for the write-off of the French
tax authorities’ escrow account which had been previously recorded in non-current assets. CHF0.8 million has been recognized as
income in the year and our net loss increase to CHF4.1 million. We ended the year with a cash position of CHF2.6 million.
Results of operations
The following table presents our consolidated results of operations for the fiscal years 2015 and 2014:
Amounts in millions of Swiss francs
2015
2014
Income
Research and development expenses
General and administrative expenses
French tax escrow account write-off
Total operating expenses
Operating loss
Finance result, net
Net loss for the year
0.8
(1.8)
(1.7)
(1.2)
(4.7)
(3.9)
(0.3)
(4.2)
1.0
(0.9)
(1.9)
-
(2.8)
(1.8)
-
(1.8)
Income
Income decreased in 2015 to CHF0.8 million, compared to CHF1.0 million in 2014. In 2015 income comprised CHF0.3 million of
grants from The Michel J. Fox Foundation for Parkinson’s Research to cover certain clinical activities related to dipraglurant
development in Parkinson’s disease levodopa-induced dyskinesia, CHF65 thousand received from Pierre Fabre Pharmaceuticals
for certain research services, and CHF0.4 million from the sale of fixed assets and consumables that are surplus to requirements. In
2014, income comprised CHF0.7 million received from our strategic partner, Janssen Pharmaceuticals Inc. and CHF0.3 million from
the sale of fixed assets and consumables that are surplus to requirements.
Research and development expenses
R&D expenses increased by 91% to CHF1.8 million in 2015, compared to CHF0.9 million in 2014, primarily due to increases in
external research and development costs and consulting fees associated with preparing dipraglurant for phase III development and
to a lesser extent increased staff related costs. R&D expenses consist primarily of costs associated with research, preclinical and
clinical testing and related staff costs. They also include depreciation of laboratory equipment and leasehold improvements, costs of
materials used in research, costs associated with renting and operating facilities and equipment, as well as fees paid to consultants,
patent costs and other outside service fees and overhead costs. These expenses include costs for proprietary and third party R&D.
General and administrative expenses
G&A expenses have decreased by 13% to CHF1.7 million in 2015, compared to CHF1.9 million in 2014, primarily due to reduced
professional fees. G&A expenses consist primarily of staff costs, professional fees for legal, tax and strategic purposes and
overheads related to general management, human resources, finance, information technology, business development and
communication functions.
French tax authorities’ escrow account write-off
In 2015 we recorded a charge of CHF1.2 million related to the write-off of an escrow account that had been set up and recorded as
a non-current asset in 2012 to cover an amount claimed by the French tax authorities for VAT that had not been charged on
intercompany R&D services from Addex Pharmaceutical France SAS (Addex France) to Addex Pharma SA (Addex Swiss). The
French tax authorities claim that the services delivered by Addex France to Addex Swiss fall under former article 259A, 4° of the
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Addex Therapeutics Annual Report 2015│Financial Review
French tax code (i.e. services of a scientific nature) rather than former article 259B, 4° (i.e. services performed by engineers) as
they claim no analysis was performed by Addex France in conducting the services and therefore claim that VAT should have been
charged on all intercompany invoices. Addex France disputes this claim as (i) the services delivered were related to pharmaceutical
R&D services conducted by highly qualified drug development scientists and consequently the notion that no analysis was
performed is unsubstantiated and (ii) scientific services falling within the scope of former Article 259A, 4° should be limited to
services rendered to several clients simultaneously (e.g. services rendered in a symposium). In addition, services of an identical
nature delivered by reputable French suppliers such as Charles River, France and Porsolt SAS, France during the same period
were invoiced to Addex Swiss under former Article 259B, 4° without VAT. In March 2015, the tribunal of Grenoble decided in favor
of the French tax authorities and in May 2015 claimed the release of the escrow account in their favor. Addex France has filed an
appeal against this decision, however due to the release of the escrow account to the French tax authorities, the Group has
recorded a charge of CHF1.2 million in the statement of income.
Finance result, net
The Finance result, net of CHF0.3 million is comprised of interest income of CHF40 thousand received on the French tax dispute
escrow account, interest expense of CHF0.2 million paid to the French tax authorities following the release of the escrow account in
their favor and exchange losses of CHF0.1 million primarily related to the escrow account which was denominated in Euro.
Net loss for the year
The net loss for the year has increased significantly to CHF4.2 million for 2015, compared to CHF1.8 million for 2014, primarily due
to the CHF1.2 million non-cash charge related to the write off of the French tax dispute escrow account and increased R&D
expenses related to the development of dipraglurant. Basic and diluted loss per share also increased accordingly to CHF0.39 for
2015, compared to CHF0.18 for 2014.
Balance sheet & cash flows
Cash and cash equivalents increased by 30% to CHF2.6 million at December 31, 2015, compared to CHF2.0 million at December
31, 2014. This increase of CHF0.6 million is mainly due to the net cash used in operations of CHF2.6 million offset by capital
increase net proceeds of CHF2.7 million, sale of property, plant and equipment for CHF0.4 million and sale of treasury shares for
CHF0.4 million.
Non-current assets decreased significantly to CHF0.1 million at December 31, 2015 compared to CHF1.9 million at December 31,
2014 primarily due to the write off of the French tax escrow account and reimbursement of security rental deposits related to facility
lease contracts.
There was no investment in property, plant and equipment during 2015 or 2014. The net book value of property, plant and
equipment decreased by 29% to CHF31,843 at December 31, 2015 compared to CHF44,677 at December 31, 2014, primarily due
to the annual depreciation charge.
Total shareholders’ equity has decreased to CHF1.7 million at December 31, 2015 compared to CHF2.3 million at December 31,
2014, mainly due to the net loss for the year set off by proceeds from the issue of new shares.
Shares and shareholders’ information
At December 31, 2015, the Company had 11,699,612 (2014: 10,173,576) outstanding issued shares and a free float of 100%. Of
the outstanding issued shares at December 31, 2015, 674,123 shares were held in treasury (at December 31, 2014: 188,688
shares). As part of the March 2015 capital increase, 604,369 shares were acquired by the Group and recorded as treasury shares
at CHF1. During 2015, the Group sold 100,845 treasury shares and settled the exercise of 18,089 equity incentive units.
CHF418,396 of proceeds from treasury share operations have been recorded in equity. The closing share price and market
capitalization increase to CHF2.85 and CHF33.3 million at December 31, 2015, compared to CHF2.32 and CHF23.6 million at
December 31, 2014, respectively.
2016 outlook
We continue to focus on the clinical development of our most advance clinical stage assets, dipraglurant and ADX71441. In
addition, we continue to pursue collaborations with industry, patient advocacy groups, academic institutions and governmental
organizations to drive forward our portfolio of exciting allosteric modulator drug candidates. In parallel, we will execute our strategy
to secure the resources necessary to advance the pipeline for the benefit of patient while maximizing value for our shareholders.
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Addex Therapeutics Annual Report 2015
Corporate Governance Report 2015
General information
Addex’ articles of association (the “Articles”), organizational rules (the “Organizational Rules”) and policies provide the basis for the
principles of Corporate Governance. On January 1, 2014, the Ordinance against Excessive Compensation in Public Companies
(“Compensation Ordinance”) came into effect. The Compensation Ordinance implements a constitutional amendment based on a
popular initiative regarding executive compensation that was approved by the Swiss electorate in 2013. This report has been
prepared in accordance with the SIX Swiss Exchange Directive on Information Related to Corporate Governance effective as of
October 1, 2014.
Group structure
Description of Addex’ operational group structure
Addex Therapeutics Ltd (“Addex” or the “Company”) is the holding and finance company of the Group. Addex Pharma SA, based in
Geneva, Switzerland, a 100% subsidiary of Addex Therapeutics Ltd, is in charge of research, development, registration,
commercialization, and holds the Group’s intellectual property. Addex Pharma SA has a share capital of CHF3,987,492 divided into
3,987,492 registered shares with a nominal value of CHF1 each. Addex Pharmaceuticals France SAS, based in Archamps, France,
is a 100% subsidiary of Addex Pharmaceuticals Ltd. Addex Pharmaceuticals France SAS has a share capital of EUR37,000 divided
into 37,000 registered shares with a nominal value of EUR1 each.
Listed company
Addex Therapeutics Ltd has its registered office c/o Addex Pharma SA, Chemin des Mines 9, CH-1202 Geneva, Switzerland. Its
shares have been listed on the SIX Swiss Exchange (SIX) since May 21, 2007 under the Swiss security number (Valorennummer)
2985075. The ISIN is CH0029850754, the common code is 030039254 and the ticker symbol is ADXN. On December 31, 2015, the
market capitalization of Addex was CHF33,343,894.
Significant shareholders
As far as can be ascertained from the information available, the following shareholders own 3% or more of the Company’s share
capital as at December 31, 2015 based on published notifications to the SIX:
Shareholder
IFM Independent Fund Management. AG.1
Tim Dyer
1IMF Independent Fund Management AG Austrasse 9, 9490 Vaduz, LIE, comprises Herculis Partners Aries Fund, Austrasse 9, 9490 Vaduz, LIE and Herculis Partners Taurus Fund,
Austrasse 9, 9490 Vaduz, LIE.
2Tim Dyer, Gland, Switzerland; holding assumes exercise of all equity incentive units.
Number of shares
582 695
662 763
% of capital
4.98%
5.66%
For a comprehensive list of notifications of shareholdings received during 2015 pursuant to article 20 of the Swiss Federal Act on
Stock
(www.six-swiss-
exchange.com/shares/companies/major_shareholders_en.html).
(“SESTA”)1
Exchanges
Securities
Trading
website
refer
and
SIX
the
to
Cross-shareholdings
There are no cross-shareholdings in terms of capital shareholdings or voting rights in excess of 5%.
Shareholder structure
There were 2,391 shareholders registered in the share register on December 31, 2015. The distribution of shareholdings is divided
as follows:
Number of shares
1 to 100
101 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to 1,000,000
1,000,001 to 10,000,000
Number of registered shareholders on December 31, 2015
323
1095
880
89
4
0
1 As from January 1, 2016 going forward, the duties to notify shareholdings under the SESTA were replaced by art. 120 and seq.
of the new Financial Market Infrastructure Act (FMIA) and its implementing ordinances.
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Addex Therapeutics Annual Report 2015│Corporate Governance Report
The shareholder base on December 31, 2015 was constituted as follows:
Shareholder structure according to category of investors
(weighted by number of shares)
Private persons
Institutional shareholders
Not registered
48.08%
7.72%
44.20%
Shareholder structure by country
(weighted by number of shares)
United States
Switzerland
France
Germany
Other
Not registered
0.12%
52.11%
0.16%
0.06%
3.35%
44.20%
Capital structure
As of December 31, 2015, the share capital amounted to CHF11,699,612 consisting of 11,699,612 registered shares with a nominal
value of CHF1 per share. The share capital is fully paid up. As of December 31, 2015, the Company, indirectly, held 674,123 of its
own shares. These shares are recorded as treasury shares.
Authorized share capital
As of December 31, 2015 and according to the Articles, the Board of Directors (Board) is authorized, at any time until June 11, 2017
to increase the share capital in an amount of CHF5,849,806 through the issuance of 5,849,806 fully paid registered shares with a
nominal value of CHF1 each. An increase in partial amounts is permitted. The Board shall determine the issue price, the type of
payment, the date of issue of new shares, the conditions for the exercise of pre-emptive rights and the beginning date for dividend
entitlement. In this regard, the Board may issue new shares by means of a firm underwriting through a banking institution, a
syndicate or another third party with a subsequent offer of these shares to the current shareholders (unless the pre-emptive rights
of current shareholders are excluded). The Board may permit pre-emptive rights that have not been exercised to expire or it may
place these rights and/or shares as to which pre-emptive rights have been granted but not exercised, at market conditions or use
them for other purposes in the interest of the Company.
The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the
restrictions set forth in Article 5 of the Articles.
The Board is authorized to restrict or exclude the pre-emptive rights of shareholders and allocate such rights to third parties if the
shares are to be used (1) for the acquisition of enterprises, parts of an enterprise, or participations, or for new investments, or, in
case of a share placement, for the financing or refinancing of such transactions; or (2) for the purpose of the participation of
strategic partners (including in the event of a public tender offer) or for the purpose of an expansion of the shareholder constituency
in certain investor markets; or (3) for the granting of an over-allotment option (Greenshoe) of up to 20 percent to the banks involved
in connection with a placement of shares; or (4) for raising capital in a fast and flexible manner, which would not be achieved
without the exclusion of the statutory pre-emptive rights of the existing shareholders.
Conditional share capital
According to the Articles, the share capital of the Company may be increased by a maximum aggregate amount of CHF2,300,000
through the issuance of a maximum of 2,300,000 registered shares, which shall be fully paid-in, with a par value of CHF1 per share
by the exercise of option rights or subscription rights attached to bons de jouissance which the employees, directors and/or
consultants of the Company or a group company are granted according to respective regulations of the Board. The pre-emptive
rights of the shareholders are excluded. The acquisition of registered shares through the exercise of option rights or subscription
rights granted to the holders of bons de jouissance and the subsequent transfer of the registered shares shall be subject to the
transfer restrictions provided in Article 5 of the Articles.
The share capital of the Company may be increased by a maximum aggregate amount of CHF3,549,806 through the issuance of a
maximum of 3,549,806 registered shares, which shall be fully paid-in, with a par value of CHF1 per share by the exercise of option
and/or conversion rights which are granted in connection with the issue of bonds, similar obligations or other financial instruments
by the Company or another group company. In the case of the issue of bonds, similar obligations or other financial instruments
linked with option and/or conversion rights, the pre-emptive right of shareholders is excluded. The holders of option and/or
conversion rights are entitled to receive the new shares. The Board shall determine the terms of the option and/or conversion rights.
The acquisition of registered shares through the exercise of option or conversion rights and the subsequent transfer of the
registered shares shall be subject to the transfer restrictions provided in Article 5 of the Articles.
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Addex Therapeutics Annual Report 2015│Corporate Governance Report
The Board is authorized to restrict or exclude the pre-emptive rights of shareholders (1) if the debt or other financial instruments issued
with conversion rights or warrants are for the purpose of financing or refinancing of the acquisition of enterprises, parts of an enterprise,
or participations or new investments; or (2) if such debt or other financial instruments are issued on the national or international capital
markets and for the purpose of a firm underwriting by a banking institution or a consortium of banks with subsequent offering to the
public. If the advance subscription rights are excluded by the Board, the following shall apply: the issuance of convertible bonds or
warrants or other financial market instruments shall be made at the prevailing market conditions (including dilution protection provisions
in accordance with market practice) and the new shares shall be issued pursuant to the relevant conversion or exercise rights in
connection with bond or warrant issue conditions. Conversion rights may be exercised during a maximum 10-year period, and warrants
may be exercised during a maximum 7-year period, in each case from the date of the respective issuance.
Changes in capital
On March 6, 2015, Addex increased its share capital by CHF1,526,036 (1,526,036 registered shares with a nominal value of CHF1
per share) out of its authorized share capital in connection with a private placement to institutional investors, excluding the pre-
emption rights of shareholders in order to raise capital in a fast and flexible manner.
For further information on changes in capital in 2015 and 2014, including changes in reserves, refer to the consolidated statements
of changes in equity as well as note 13 of the consolidated financial statements and note 8 of the financial statements included in
this annual report.
Shares, participation and equity sharing certificates
Addex has one class of shares, i.e. registered shares with a nominal value of CHF1 per share. Each share is fully paid up and
carries one vote and equal dividend rights, with no privileges. The Company has 1,700 outstanding equity sharing certificates (bons
de jouissance / Genussscheine). Equity sharing certificates are available for granting to employees and/or directors or consultants
of the Group under the Group’s equity incentive plan. Equity sharing certificates do not form part of the share capital, have no
nominal value, and do not grant any right to vote nor to attend meetings of shareholders. Each equity sharing certificate grants the
right to subscribe for 1,000 shares of the Company and a right to liquidation proceeds of the Company calculated in accordance
with Article 25 of the Articles. The Company has no participation certificates (bons de participation/Partizipationsscheine). .
The Company’s shares and equity sharing certificates are not certificated. Shareholders and equity sharing certificate holders are
not entitled to request printing and delivery of certificates, however, any shareholder or equity sharing certificate holder may at any
time request the Company to issue a confirmation of their holdings.
Limitations on transferability of shares and nominee registration
A transfer of uncertified shares is affected by a corresponding entry in the books of a bank or depository institution following an
assignment in writing by the selling shareholder and notification of such assignment to Addex by the bank or the depository
institution. A transfer of shares further requires that a shareholder files a share registration form in order to be registered in Addex’
share register with voting rights. Failing such registration, a shareholder may not vote at or participate in a shareholders’ meeting.
A purchaser of shares will be recorded in Addex’ share register as a shareholder with voting rights if the purchaser discloses its
name, citizenship or registered office and address and gives a declaration that it has acquired the shares in its own name and for its
own account.
Article 5 of the Articles provide that a person or entity that does not explicitly state in its registration request that it will hold the
shares for its own account (Nominee) may be entered as a shareholder in the share register with voting rights for shares up to a
maximum of 5% of the share capital as set forth in the commercial register. Shares held by a Nominee that exceed this limit are
only registered in the share register with voting rights if such Nominee declares in writing to disclose the name, address and
shareholding of any person or legal entity for whose account it is holding 1% or more of the share capital as set forth in the
commercial register. The limit of 1% shall apply correspondingly to Nominees who are related to one another through capital
ownership or voting rights or have a common management or are otherwise interrelated. A share being indivisible, hence only one
representative of each share will be recognized. Furthermore, shares may only be pledged in favor of the bank that administers the
bank entries of such shares for the account of the pledging shareholders. If the registration of shareholdings with voting rights was
effected based on false information, the Board may cancel such registration with retroactive effect.
Convertible bonds and options
As of December 31, 2015, the Company has no convertible or exchangeable bonds or loans outstanding. For information on equity
incentive plans for Non-Executive Directors, Executive Management and employees, refer to note 14 of the consolidated financial
statements included in this annual report.
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Addex Therapeutics Annual Report 2015│Corporate Governance Report
Board of directors
The following table sets forth the name, year joined the Board, position and directorship term, as well as committee memberships,
of each member of the Board, all of whom are Non-Executive Directors, followed by a short description of each member’s business
experience, education and activities:
Name
Vincent Lawton
Raymond Hill
Tim Dyer
Year of birth
1949
1945
1968
First elected
2009
2015
2015
Elected until
2016
2016
2016
Board
Chairman
Member
Member
Vincent Lawton
Chairman
Professor Lawton was born in 1949 and is a U.K. citizen. He was Vice President Merck Europe and Managing Director of MSD UK
until he stepped down in 2006, after 26 years’ service internationally for Merck & Co Inc. He was appointed CBE (Commander of the
British Empire) by the Queen of England for services to the Pharmaceutical Industry. During his tenure, MSD UK achieved sustained
commercial success, launching many new medicines to the market in a wide range of therapeutic areas, becoming the fastest
growing company in the market over a number of years. He worked in commercial, research and senior management roles in France,
the US and Canada, Spain and throughout Europe. As President of the UK Industry Association, the ABPI, he negotiated industry
pricing, worked with Government bodies to help establish the UK Globally as a leading center of clinical research. He served on the
board of the UK regulatory authority (MHRA) from 2008 to 2015. He is a Senior Strategy Advisor for Imperial College Department of
Medicine, University of London and serves as a consultant to a number of leading healthcare organizations. He studied Psychology
at the University of London and holds an undergraduate degree and PhD.
Raymond Hill
Member
Professor Raymond Hill was previously a member of the Board of Directors from the Annual General Meetings of 2008 until 2012.
He is currently Visiting Professor of Pharmacology at Imperial College in London, and Non-Executive Director of Avilex (DMK),
Asceneuron (CH) and Orexo AB (SE). Prior to his retirement, he was Executive Director, Licensing and External Research, Europe
(2002 - 2008) at Merck/MSD, Executive Director, Pharmacology (1990-2002) at the Merck Neuroscience Research Centre and had
oversight responsibility for Neuroscience research at the Banyu Research Labs in Tsukuba, Japan (1997-2002). At Merck, he
chaired a number of discovery project teams including those responsible for the marketed products Maxalt® and Emend®. Dr. Hill
received his academic training (BPharm PhD) at the University of London. He was a lecturer in Pharmacology at the University of
Bristol School of Medicine from 1974 to 1983 and supervisor in Pharmacology at Downing College, University of Cambridge from
1983 to 1988. He joined the pharmaceutical industry in 1983 as Head of Biology and founder member of the Park Davis Research
Unit at Cambridge. In 1988, he joined SK&F (UK) as Group Director, Pharmacology and in 1990 moved to Merck. He is a past
Council Member of the UK Academy of Medical Sciences and President Emeritus, British Pharmacological Society. He is Visiting
Professor at the University of Bristol and a member of the UK Government Advisory Council on Misuse of Drugs.
Tim Dyer
Chief Executive Officer
Since co-founding Addex in 2002, Mr Dyer has played a pivotal role in building the Addex Group, raising CHF280 million of capital,
including Addex IPO and negotiating licensing agreements with pharmaceutical industry partners that generated more than CHF50
million in cash inflows. Prior to founding Addex, he spent 10 years with Price Waterhouse (PW) & PricewaterhouseCoopers (PwC) in
the UK and Switzerland as part of the audit and business advisory group. At PwC in Switzerland, Mr Dyer’s responsibilities included
managing the service delivery to a diverse portfolio of clients including high growth start-up companies, international financial
institutions and venture capital and investment companies. At PW in the UK, Mr Dyer gained extensive experience in audit and
transaction support; spending two years performing inward investment due diligence on local financial institutions in the Ex-Soviet
Union. Mr Dyer has extensive experience in finance, corporate development, business operations and the building of start-up
companies and serves as a member of the Swiss government innovation promotion agency coaching team. Mr Dyer also serves on
the advisory board of the École polytechnique fédérale de Lausanne Management of Technology MBA program. He serves on the
boards of Abionic SA, a private medical device start-up company focused point of care in vitro diagnostics and Qwane Biosciences SA,
a private drug development tool company focused on commercializing microelectrode array technologies. Mr Dyer is also founder and
managing partner of TMD Advisory, a CFO services company. He is a UK Chartered Accountant and holds a BSc (Hons) in
Biochemistry and Pharmacology from the University of Southampton, UK.
Other activities and vested interests
The Articles provide certain restrictions to the number of mandates that members of the Board of Directors may have in the
supreme governing bodies of legal entities registered in the Swiss commercial register or similar foreign register as follows: 1) No
member of the Board of Directors may hold more than fifteen board of director mandates with no more than four mandates in listed
entities; 2) Mandates in companies controlled by Addex or which control Addex are not subject to restrictions; 3) Mandates that are
held by order and on behalf of Addex or companies under Addex control are restricted to ten; and 4) mandates in associations,
charitable organizations, family trusts and foundations relating to post-retirement benefits and other not-for-profit organizations are
restricted to twenty-five. Multiple mandates in different legal entities which are under common control are deemed to be one
mandate.
Page 9 of 50
Addex Therapeutics Annual Report 2015│Corporate Governance Report
Apart from the information given above, none of the members of the Board of Directors has had other activities or holds any
positions 1) in governing and supervisory bodies of important Swiss and foreign organizations, institutions and foundations under
private and public law; 2) of permanent management and consultancy functions for important Swiss and foreign interest groups; or
3) of official government functions and political posts.
Elections and terms of office
The Articles provide for a Board consisting of between one and eleven members. The Company currently has three members of the
Board. In accordance with the Compensation Ordinance, members of the Board including the Chairman are appointed and
removed exclusively by shareholders’ resolution for a term of one year until completion.
Changes in the board of directors
At the shareholders meeting of June 11, 2015, Raymond Hill and Timothy Dyer have been elected as members of the Board.
Internal organization and areas of responsibility
The Articles and Organizational Rules define the Company’s internal organization and areas of responsibility of the Board,
Chairman, CEO and the Executive Management.
Responsibilities of the board of directors
The Board is entrusted with the ultimate direction of the Company and the supervision of management. The Board’s non-
transferable and irrevocable duties include managing the Company and issuing the necessary directives, determining the
organization including adoption and revision of the Organizational Rules, organizing the accounting system, the financial controls,
the financial and strategic planning, as well as appointing, recalling, setting remuneration and ultimately supervising the persons
entrusted with the management and representation of the Company, including the CEO. Furthermore, these duties include the
responsibility for the preparation of the annual report and the shareholders’ meetings, the carrying out of shareholders’ resolutions,
the notification of the judge in case of over indebtedness of the Company, and, passing resolutions regarding supplementary
contributions for shares not fully paid-in, increases in capital to the extent that such power is vested in the Board, and of resolutions
concerning the confirmation of capital increases and corresponding amendments to the Articles as well as making the required
report on capital increases.
In addition to these duties the Board specifically retains responsibility for the non-delegable and inalienable duties and powers
pursuant to the Swiss Merger Act and any other law; the examination of the necessary qualifications of the auditors; the adoption of,
and any amendments or modifications to any equity incentive plans; and the decisions regarding entering into any financing
arrangement in excess of CHF2 million including loan agreements, credit lines, letters of credit or capitalized leases; the issuance of
convertible debentures or other financial market instruments; and the approval of any recommendation made by any of the
Committees.
According to the current Organizational Rules enacted by the Board, resolutions of the Board are passed by way of simple majority
vote. To validly pass a resolution, more than half of the members of the Board have to attend the meeting. No quorum is required
for confirmation resolutions and adaptations of the Articles in connection with capital increases pursuant to articles 634a, 651a,
652g and 653g of the Swiss Federal Code of Obligations.
Chairman of the board of directors
The Chairman of the Board calls, prepares, and chairs the meetings of the Board. The Chairman also chairs the shareholders’
meetings. He supervises the implementation of the resolutions of the Board and generally supervises the CEO, who regularly
reports to the Chairman on the meetings of the Executive Management and all important matters of the Group.
Committees of the board of directors
The Board has no standing committees.
Working methods of the board of directors
In 2015, the Board held six meetings with average duration of one half a day. The majority of meetings were held at the Company’s
offices with full attendance at all meetings. In addition to formal Board meetings, the Board holds additional ad hoc meetings or
telephone conferences to discuss specific matters. The CEO is entitled to attend every Board meeting and to participate in its
debates and deliberations with the exception of non-executive sessions.
During Board meetings, each member of the Board may request information from the other members of the Board, as well as from
the members of the Executive Management present on all affairs of the Company. The CEO reports at each meeting of the Board
on the course of business of the Company in a manner agreed upon from time to time between the Board and the CEO.
In addition to reporting at Board meetings, the CEO reports immediately any extraordinary event and any significant change within
the Company to the Chairman. Outside of Board meetings, each member of the Board may request from the CEO information
concerning the course of business of the Company.
Page 10 of 50
Addex Therapeutics Annual Report 2015│Corporate Governance Report
Definition of areas of responsibility
The Board has delegated all areas of management of the Group’s business to the CEO and the Executive Management, and has
granted the CEO the power to appoint the members of the Executive Management. The Board carries out the responsibilities and
duties reserved to it by law, the Articles and the Organizational Rules as detailed in section “Responsibilities of the board of
directors” on page 10.
Information and control instruments of the board of directors
The Board ensures that it receives sufficient information from the CEO and Executive Management to perform its supervisory duty
and to make the decisions that are reserved to the Board. At each board meeting the Board receives reports from the CEO and
selected members of the Executive Management on the status of finance, business, research and development. These reports
focus on the main risks and opportunities related to the Group. In addition, the Board is provided with a status report prior to each
board meeting, a monthly finance report and other ad hoc reports on significant matters related to the Group’s operations.
Furthermore, the Board receives unaudited annual and interim financial statements for all group companies including consolidated
financial statements for the Company. The Board receives a written report from the auditors on the results of the audit which
includes any findings with respect to internal control risks arising as a result of their audit procedures. The auditor held two
meetings with the chairman during 2015. Addex does not have an independent internal audit function.
For further information on the risk management and the financial risks factors inherent to the Group’s activities, refer to note 3 of the
consolidated financial statements.
Executive management
In accordance with the Articles and the Organizational Rules, the Board has delegated the operational management to the CEO.
The CEO together with the Executive Management and under the control of the Board conducts the operational management of the
Company pursuant to the Organizational Rules and reports to the Board on a regular basis.
The following table sets forth the name, year of birth and principal position of those individuals who currently are part of the
Executive Management followed by a short description of each member’s business experience, education and activities:
Name
Tim Dyer
Sonia Poli
Year of Birth
1968
1965
Position
Chief Executive Officer
Chief Scientific Officer
Nationality
Swiss / British
Italian
Tim Dyer
Chief Executive Officer – Refer to page 9
Sonia Poli
Chief Scientific Officer
Dr Poli, who joined Addex in 2004, is an accomplished drug developer with 18 years of international experience in large and small
pharmaceutical companies. At Addex, Dr Poli has provided preclinical support for ongoing clinical development programs and has
overseen the transition of four products into clinical development for indications including smoking cessation, anxiety, schizophrenia,
migraine, gastroesophageal reflux disease and Parkinson’s disease. Prior to joining Addex, she spent 8 years at Roche in the drug
metabolism and pharmacokinetics (DMPK) area, where she was a key inventor and global head of a multidimensional optimization
approach for drug discovery and development. In this role at Roche, she was an important contributor to selecting clinical candidates in
CNS indications, including Alzheimer’s disease, Parkinson’s disease, bi-polar disorders and anxiety. Dr. Poli serves on the board of
Dimerix Bioscience, a public unlisted clinical stage drug discovery and development company, based in Melbourne, Australia. Dr Poli
obtained her degree and doctorate in Industrial Chemistry at the University of Milan in 1993 and completed a post doctoral fellowship at
the CNRS, in Paris, in the group of Prof. D. Mansuy in 1997. Dr Poli is co-author of more than 40 research publications and several
patents.
Management contracts
There are no management contracts between Addex and third parties, except for the contract with TMD Advisory Ltd, a company
owned and managed by Mr. Dyer, that has been mandated to provide CEO / CFO services to the Addex Group.
Other vested activities and vested interests
Apart from the information given above, none of the Executive Management has had other activities or holds any positions of 1) in
governing and supervisory bodies of important Swiss and foreign organizations, institutions and foundations under private and
public law; 2) permanent management and consultancy functions for important Swiss and foreign interest groups; or 3) official
government functions and political posts.
Changes in executive management
There have been no changes in the Executive Management during 2015.
Page 11 of 50
Addex Therapeutics Annual Report 2015│Corporate Governance Report
Compensation, loans and shareholdings
Information about content and method of determining compensation and shareholder programs of the members of the Board of
Directors and Executive Management can be found in the Compensation Report of the Company. Information about shareholdings
of the members of the Board of Directors and Executive Management can be found in note 12 of the statutory financial statement of
the Company.
Shareholders’ participation
Voting rights and representation restrictions
Voting rights may be exercised only after a shareholder has been recorded in the Company’s share register as a shareholder or
usufructuary with voting rights. No exceptions from these restrictions were granted in 2014. A shareholder may be represented by
his legal representative, the independent proxy or by a duly authorized person who does not need to be a shareholder. Subject to
the registration of shares in the share register within the deadline set from time to time by the Board before shareholders’ meetings,
the Articles do not impose any restrictions on the voting rights of shareholders. Specifically, there is no limitation on the number of
voting rights per shareholder. For further information on the conditions for registration in the share register (including in relation to
Nominees) and for attending and voting at a shareholders’ meeting, please refer to the sections “Limitations on transferability of
shares and nominee registration” on page 8 above and “Registration in the share register” on page 14 below.
Resolutions of shareholders’ meetings generally require the approval of the absolute majority of the votes represented at the
shareholders meeting (more than 50% of the share votes represented at such meeting). Such resolutions include amendments to
the Articles, elections of the members of the Board and statutory and group auditors, election of the chairman of the Board and of
the members of the compensation committee, election of the independent proxy, approval of the annual financial statements,
setting the annual dividend, approval of the compensation of the Board and management pursuant to the Articles, decisions to
discharge the members of the Board and management for liability for matters disclosed to the shareholders’ meeting and the
ordering of an independent investigation into specific matters proposed to the shareholders’ meeting.
A resolution passed at a shareholders’ meeting with a qualified majority of at least two-thirds of the votes represented and the
absolute majority of the nominal share capital is required by law for: (i) changes to the business purpose; (ii) the creation of shares
with privileged voting rights; (iii) restrictions on the transferability of registered shares; (iv) an increase of the authorized or
conditional share capital; (v) an increase in the share capital by way of capitalization of reserves against contribution in kind, for the
acquisition of assets or involving the grant of special privileges; (vi) the restriction or elimination of pre-emptive rights of
shareholders; (vii) a relocation of the registered office, and (viii) the dissolution of the Company. Special quorum rules apply by law
to a merger, demerger, or conversion of the Company. The introduction or abolition of any provision in the Articles introducing a
majority greater than that required by law must be resolved in accordance with such greater majority.
Independent proxy
The Articles provide the basis for election of the independent proxy. The Shareholders’ Meeting of June 11, 2015, elected Robert P.
Briner as the independent proxy.
Statutory quorums
There is no provision in the Articles requiring a majority for shareholders’ resolutions beyond the majority requirements set out by
applicable legal provisions.
Convening of shareholders’ meetings and agenda items
The shareholders’ meeting is the supreme institution of the Company and under Swiss law, the ordinary shareholders’ meeting
takes place annually within six months after the close of the business year. Shareholders’ meetings may be convened by the Board
or, if necessary, by the auditors. Furthermore, the Board is required to convene an extraordinary shareholders’ meeting if so
requested in writing by holders of shares representing at least 10% of the share capital and who submit a petition specifying the
item for the agenda and the proposals. Shareholders representing shares with a nominal value of at least CHF1,000,000 or 10% of
the share capital have the right to request in writing that an item be included on the agenda of the next shareholders’ meeting,
setting forth the item and the proposal. A request to put an item on the agenda has to be made at least 60 days prior to the meeting.
Extraordinary shareholders’ meetings may be called as often as necessary, in particular in all cases required by law.
A shareholders’ meeting is convened by publishing a notice in the Swiss Official Commercial Gazette (Feuille Officielle Suisse du
Commerce/Schweizerisches Handelsamtsblatt) at least 20 days prior to such meeting. In addition, holders of shares may be
informed by a letter sent to the address indicated in the share register.
Registration in the share register
The Board determines the relevant deadline for registration in the share register giving the right to attend and to vote at the
shareholders’ meeting. Such deadline is published by Addex on the Company’s website, usually in connection with the publication
of the invitation to the shareholders’ meeting in the Swiss Official Commercial Gazette. The registration deadline for the ordinary
shareholders’ meeting to be held on June 23, 2016 has been determined to be June 17, 2015. Addex has not enacted any rules on
the granting of exceptions in relation to these deadlines. No exceptions were granted in 2015, and the Board does not anticipate
granting any exceptions related to the shareholders’ meeting on June 23, 2016. For further information on registration in the share
register, please refer to section “Limitations on transferability of shares and nominee registration” on page 8.
Page 12 of 50
Addex Therapeutics Annual Report 2015│Corporate Governance Report
Changes of control and defense measures
Duty to make an offer
Swiss law provides for the possibility to have the Articles contain a provision which would eliminate the obligation of an acquirer of
shares, exceeding the threshold of 33 1/3% of the voting rights, to proceed with a public purchase offer (opting-out provision
pursuant to Article 22 para. 2 SESTA2) or which would increase such threshold to 49% of the voting rights (opting-up provision
pursuant to Article 32 para. 1 SESTA3). The Articles do not contain an opting-out or an opting-up provision.
Clauses on change of control
Addex’ equity sharing certificate equity incentive plan contains a provision in respect of changes of Addex shareholder base. In the
event of a change of control over Addex (defined as a change of control event triggering a mandatory public purchase offer
according to applicable stock exchange rules) all outstanding unexercised share options and subscription rights attached to equity
sharing certificates, vest, and in the case of subscription rights attached to equity sharing certificates, they become exercisable with
their remaining term being reduced proportionally.
Auditors
Duration of the mandate and term of office of the lead auditor
Pursuant to the Articles, the auditor shall be elected every year and may be re-elected. The statutory and group auditors of Addex
are PricewaterhouseCoopers SA, Geneva, Switzerland. PricewaterhouseCoopers SA has held the function of statutory auditor
since inception of the Company in February 2007 and of Addex Pharma SA since its inception in 2002, and acts as group auditor
since 2004. The lead auditor of Addex since 2009 is Mr. Michael Foley.
Audit fees
In 2015, PricewaterhouseCoopers SA and its affiliates charged the Group audit fees in the amount of CHF90,000.
Additional fees
In 2015, PricewaterhouseCoopers SA and its affiliates charged the Group no additional fees.
Control instruments of the auditors
The Audit Committee was disbanded on June 27, 2014 and since this date the Chairman of the Board of Directors, Vincent Lawton
assumes the task of supervising the auditors. The Chairman meets with external auditors at least once a year to discuss the scope
and the results of the audit and to assess the quality of their service. The auditors prepare a management letter addressed to the
Chairman of the Board of Directors two times per year, informing them of their audit plan for the year under review followed by a
report detailing the result of their annual audit.
In 2015, the Chairman of the Board met with the auditors two times to discuss the results of their 2014 year-end audit, the financial
situation of the Group and the scope of the 2015 audit. In 2016, the Chairman of the Board met with the auditors to discuss the
results of their 2015 year-end audit and the financial situation of the Group.
Information policy
Addex publishes financial results in the form of an Annual Report and a Half-year Report (Interim Report). In addition, Addex
informs shareholders and the public regarding the Group’s business through press releases, conference calls, as well as
roadshows. Where required by law or Addex’ Articles, publications are made in the Swiss Official Commercial Gazette. The Annual
Report, usually published no later than April of the following year, and the Interim Report, usually published no later than in August,
are both announced by press release. Annual Reports, Interim Reports and press releases are available on request in printed form
to all registered shareholders, and are also made available on the Group’s website at www.addextherapeutics.com. The Group’s
website, which is the Group’s permanent source of information, also provides other information useful to investors and the public,
including information on the Group’s research and development programs as well as contact information. It is the Group’s policy not
to release explicit earnings projections, but it will provide general guidance to enable the investment community and the public to
better evaluate the Group and its prospective business and financial performance. The Board has issued a disclosure policy to
ensure that investors will be informed in compliance with the requirements of the SIX Swiss Exchange. The Group’s investor
relations department is available to respond to shareholders’ or potential investors’ queries under IR@addextherapeutics.com or via
post at Addex Therapeutics Ltd., Investor Relations, C/O Addex Pharma SA, Chemin des Mines 9, CH-1202 Geneva, Switzerland.
Additional inquiries may also be made by phone at +41 22 884 1555.
Insider policy
The Board has issued an insider policy and implemented procedures to prevent insiders from benefiting from confidential
information. The policy defines guidelines on how to deter corporate insiders from making use of confidential information. The
Board has established blocking periods to prevent insiders from trading during sensitive periods.
2 The respective provision in the FMIA is art. 135 para. 1.
3 The respective provision in the FMIA is art. 125 para. 3.
Page 13 of 50
Addex Therapeutics Annual Report 2015│Corporate Governance Report
Ethical business conduct
The Group is committed to the highest standards of ethical conduct. As a pharmaceutical business, the Group is operating in a
highly regulated business environment. Strict compliance with all legal and health authority requirements, as well as requirements
of other regulators, is mandatory. The Group expects its employees, contractors and agents to observe the highest standards of
integrity in the conduct of the Group’s business. The Code of Conduct sets forth the Group’s policy embodying the highest
standards of business ethics and integrity required of all directors, executives, employees and agents when conducting business
affairs on behalf of the Group. The Group is committed to complying with the spirit and letter of all applicable laws and regulations
where the Group engages in business.
Page 14 of 50
Addex Therapeutics Annual Report 2015
Compensation Report 2015
Overview
This Compensation Report provides the information required by the federal Ordinance against excessive compensation in listed
companies ("Compensation Ordinance") (effective as of January 1, 2014), which prevails over articles 663b bis and 663c paragraph
3 of the Swiss Code of Obligations. It also includes information required by section 5 of the Annex to the Directive on Information
relating to Corporate Governance of the SIX Swiss Exchange (effective date October 1, 2014) and the Swiss Code of Best Practice
for Corporate Governance (status August 28, 2014).
Addex' Articles organization rules and policies provided the basis for the principles of compensation.
Review and approval process
The Board of Directors reviews compensation of its members and members of the Executive Management annually in accordance
with the Company’s Compensation Policy. In its review process the Board of Directors considers compensation packages of other
companies in the biotech and pharmaceutical industry in Switzerland and Europe that are comparable to Addex with respect to size
or business model, the professional experience and areas of responsibility of the respective members. The Board of Directors may
also consult relevant compensation surveys and bench marking reports. Based on its review, the Board of Directors submits two
proposals for approval at the shareholders meeting: (i) the maximum aggregate amount of fixed and variable compensation for the
Board of Directors for the prospective period from one ordinary general meeting of shareholders to the following ordinary general
meeting of shareholders; and (ii) the maximum aggregate amount of fixed and variable compensation for the Executive
Management for the period from January 1 to December 31 of the next financial year. Approval of these proposals requires an
absolute majority (more than 50% of the share votes represented at the shareholders meeting).
Compensation elements for the Board of Directors and Executive Management
Board of Directors
The compensation of the member of the Board of Directors consists of fixed and variable elements. The fixed element comprises a
fixed annual monetary compensation per board term from one general meeting of shareholders to the next. The variable element
comprises a monetary compensation based on board meeting attendance and equity incentive units (share options and equity
sharing certificates). Social security contributions of the Company are accrued on the fixed and variable elements. Board member
social security contributions are accrued on the fair value of equity incentive units. Equity incentive units are granted based on the
discretion of the Board of Directors. In addition, the Company reimburses members of the Board of Directors for out-of-pocket
expenses incurred in relation to their services on an on-going basis upon presentation of the corresponding receipts. The most
recent review of compensation for members of the Board of Directors took place on February 17, 2015. For further information on
the compensation for members of the Board of Directors, please refer to the section “Compensation of the Board of Directors in
2015 and 2014” on page 16.
Executive Management
The compensation of members of the Executive Management consists of fixed and variable elements. The fixed element may
include a base salary or a cash retainer paid under a consulting contract. The variable element may include performance-related
cash or share based bonuses, consulting fees based on chargeable hours and equity incentive units (equity sharing certificates and
stock options). Company contributions to pension plans, death and invalidity insurances and social security contributions are
accrued on all fixed and variable element compensation that relates to an employment relationship. Both company and employee
social security contributions are accrued for all shares or equity incentive unit compensation. The amount of the fixed element
depends on the position, responsibilities, experience and skills, and takes into account individual performance. The fixed element is
reviewed at the end of each year by the Board of Directors. Any changes in the fixed elements are made effective in January o f the
following year. The variable elements are based on individual and company performance. The potential variable cash bonus is
determined in the employment contract and in general is a percentage of the base salary. Where the Executive Manager has been
engaged under a consulting contract, the variable element is based on the time spent at the contractually defined rate of
remuneration. At the beginning of each year the Board of Directors decides, on the total amount of variable element including the
amount of cash and equity incentive units to be granted for the previous year based on the achievement of Company goals. Equity
incentive units are granted based on the discretion of the Board. Variable cash compensation paid to Executive Managers in 2014
and 2015 relates to consulting fees.
Page 15 of 50
Addex Therapeutics Annual Report 2015│Compensation Report
Equity incentive plans
The purpose of the Company’s share purchase, share option and equity sharing certificate programs (refer to note 15 of the
consolidated financial statements) is to provide members of the Board of Directors, Executive Management, employees and certain
consultants with an opportunity to benefit from the potential appreciation in the value of the Company’s shares, thus providing an
increased incentive for participants to contribute to the future success and prosperity of the Company, enhancing the value of the
shares for the benefit of the shareholders of the Company and increasing the ability of the Company to attract and retain individuals
of exceptional skill. In addition, these plans provide the company with a mechanism to engage services for non-cash consideration.
The grant of any share option or equity sharing certificate is at the discretionary of the Board of Directors. Key factors considered by
the Board of Directors in making grants of share options or equity sharing certificates are the amount of shareholder approved
conditional capital, the benchmarking with other companies as well as individual performance. The strike price is determined by the
Board of Directors and is primarily based on the closing price of the Company’s shares on the SIX Swiss Exchange on the grant
date. The transfer of treasury shares under the share purchase plan to settle consulting services are based on predefined terms of
the consulting contract.
Indirect benefits
The Company may contribute to the pension plan and maintains certain insurance for death and invalidity for the members of the
Executive Management. New entrants may be eligible for reimbursement of relocation costs, compensation for lost benefits or stock
granted by a previous employer, international school for children or language courses for a limited time period. No Indirect benefits
have been paid to Executive Management in 2015.
The Company has not granted any loans, credits or guarantees to members of the Board of Directors or of the Executive
Management in 2014 or 2015.
Page 16 of 50
Addex Therapeutics Annual Report 2015│Compensation Report
Compensation for the financial year under review (audited)
Measurement basis for compensation
The measurement basis for each component of compensation is described below:
Cash compensation, cash variable compensation and share purchase plan: accruals basis;
Equity incentive units: total fair value as determined at the date award calculated in accordance with the valuation methodology
of IFRS 2; and
Employers’ social security: accrual basis except for equity incentive units which is based on the notional amount based on fair
value at grant date.
Compensation of the Board of Directors in 2015 and 2014
2015
Fixed
Variable compensation
CHF
Vincent Lawton……...……………………
Raymond Hill……………………………..
Tim Dyer………………………………….
Total……………………………………….
cash
compensation
25,858
15,341
-
41,199
cash
attendance
25,858
15,341
-
41,199
number of
equity
incentive
units(1)
-
26,000
-
26,000
value of
equity
incentive
units(1)
-
41,986
-
41,986
Total
2015
51,715
72,668
-
124,383
(1) Equity incentive units include share options granted under the 2015 share option plan and equity sharing certificates subscription rights that have been re-priced (refer to note 15 of the
consolidated financial statements).
2014
Fixed
Variable compensation
CHF
Vincent Lawton……...……………………
Total……………………………………….
cash
compensation
26,573
26,573
cash
attendance
26,573
26,573
number of
equity
incentive
units(1)
100,000
100,000
value of
equity
incentive
units(1)
111,616
111,616
Total
2014
164,762
164,762
(1) Equity incentive units include share options granted under the 2014 share option plan and equity sharing certificates subscription rights that have been re-priced (refer to note 15 of the
consolidated financial statements).
Compensation to the Executive Management in 2015 and 2014
2015
CHF
Total Executive Management(1)….……..
Fixed
cash
compensation
-
Variable compensation
Cash(3)
624,000
number of
shares(2)
34,212
value of
shares(2)
122,877
Total
2015
746,877
(1) The highest paid member of Executive Management in 2015 was the CEO, Tim Dyer, who received CHF384,000 of variable cash compensation, 34,212 shares. The value of shares including
accrued social charges amounted to CHF122,877.
(2) Equity incentive units include shares awarded for consulting services under the share purchase plan.
(3) Executive managers have been engaged under consulting contracts which include hourly and daily rates with a monthly cap.
2014
Fixed
Variable compensation
CHF
Total Executive Management(1)….……..
cash
compensation
-
Cash(3)
580,000
number of
shares &
equity
incentive
units(2)
649,651
value of
shares &
equity
incentive
units(2)
785,247
Total
2014
1,365,247
(1) The highest paid member of Executive Management in 2014 was the CEO, Tim Dyer, who received CHF384,000 of variable cash compensation, 549,651 shares & equity incentive units. The
value of shares & equity incentive units including accrued social charges amounted to CHF667,824.
(2) Equity incentive units include share options granted under the 2014 share option plan, shares awarded for consulting services under the share purchase plan and reprised equity sharing
certificate subscription rights (refer to note 15 of the consolidated financial statements).
(3) Executive managers have been engaged under consulting contracts which include hourly and daily rates with a monthly cap.
Page 17 of 50
Addex Therapeutics Annual Report 2015│Compensation Report
Report of the statutory auditor to the General Meeting of Addex Therapeutics Ltd, Geneva
Report of the statutory auditor on the Compensation Report
We have audited the accompanying compensation report of Addex Therapeutics Ltd for the year ended 31 December 2015. The
audit was limited to the information according to articles 14 – 16 of the Ordinance against Excessive Compensation in Stock
Exchange Listed Companies (Ordinance) contained in the tables labeled ‘audited’ on page 17 of the compensation report.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and overall fair presentation of the compensation report in accordance with
Swiss law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance). The Board of
Directors is also responsible for designing the remuneration system and defining individual remuneration packages.
Auditor’s responsibility
Our responsibility is to express an opinion on the accompanying compensation report. We conducted our audit in accordance with
Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the compensation report complies with Swiss law and articles 14–16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the compensation report with regard
to compensation, loans and credits in accordance with articles 14–16 of the Ordinance. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatements in the compensation report, whether due to
fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration,
as well as assessing the overall presentation of the compensation report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the compensation report of Addex Therapeutics Ltd for the year ended 31 December 2015 complies with Swiss law
and articles 14–16 of the Ordinance.
PricewaterhouseCoopers SA
Michael Foley
Audit expert
Auditor in charge
Geneva, 29 April 2016
Enclosure:
- Compensation report
Adrien Benoit
Page 18 of 50
Addex Therapeutics Annual Report 2015
Consolidated Financial Statements of Addex
Therapeutics Ltd as at December 31, 2015
Page 19 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Consolidated Balance Sheets
as at December 31, 2015 and December 31, 2014
Notes
31.12.2015
31.12.2014
ASSETS
Current assets
Cash and cash equivalents………………………………………………...
Other current assets………….………………………………………….….
Total current assets………………………………………………………..
Non-current assets
Intangible assets……………………………………………………………..
Property, plant and equipment……………………………………………..
Non-current financial assets………………………………………………..
Total non-current assets………………………………………………….
Total assets………………………………………….................................
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Payables and accruals………………………………………………………
Deferred income……………………………………………………………..
Total current liabilities…………………………………………………….
Non-current liabilities
Post-employment benefits………………………………………………….
Total non-current liabilities……………………….................................
Shareholders’ equity
Share capital…………………………………………………………………
Share premium………………………………………………………………
Other reserves……………………………………………………………….
Accumulated deficit………………………………………………………….
Total shareholders’ equity………………………………………………..
7
8
9
10
11
12
20
13
2,633,601
149,162
2,782,763
-
31,843
75,109
106,952
1,979,609
159,389
2,138,998
13,216
44,677
1,802,331
1,860,224
2,889,715
3,999,222
1,029,665
158
1,029,823
195,662
195,662
1,494,595
14,397
1,508,992
144,536
144,536
11,025,489
262,078,103
6,552,733
(277,992,095)
1,664,230
9,984,888
260,020,862
6,127,826
(273,787,882)
2,345,694
Total liabilities and shareholders’ equity………………………………
2,889,715
3,999,222
The accompanying notes form an integral part of these consolidated financial statements.
Page 20 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Consolidated Statements of Income
for the years ended December 31, 2015 and 2014
Notes
2015
2014
Amounts in Swiss francs
Income
Research grants…………...………………………………….……………..
Other income…………………………………………………………………
Total income………………………………………………………………...
Operating expenses
Research and development...……………………………………..............
General and administration….……………………………………………..
French tax authorities escrow account write off………………………....
Total operating expenses………………………………………..............
Operating loss……………………………………………………..............
Finance income………………………………………………………………
Finance expense……...…..………………………....................................
Finance result, net…………………………………….............................
Net loss before tax…………………………………….............................
Income tax expense…………………..……...……………………………..
Net loss for the year...…………………………………………................
Basic and diluted loss per share for loss attributable to the
equity holders of the Company, expressed in Swiss francs……….
16
16
17
21
21
19
22
315,699
475,626
791,325
(1,779,372)
(1,652,767)
(1,227,131)
(4,659,270)
307,784
726,568
1,034,352
(929,494)
(1,901,494)
—
(2,830,988)
(3,867,945)
(1,796,636)
39,860
(376,128)
(336,268)
(4,204,213)
—
(4,204,213)
21,778
—
21,778
(1,774,858)
—
(1,774,858)
(0.39)
(0.18)
The accompanying notes form an integral part of these consolidated financial statements.
Page 21 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2015 and 2014
2015
2014
Amounts in Swiss francs
Net loss for the year……………………………………………………...……………
(4,204,213)
(1,774,858)
Other comprehensive gains and losses
Items that will never be reclassified to the statement of income:
Defined benefit plan actuarial (losses) / gain….……………………………..…..
(54,926)
372,054
Items that may or may not be classified subsequently to the statement
of income:
Currency translation differences…………………………………………………...
-
Other comprehensive (losses) / gains for the year, net of tax…………………
(54,926)
(25,866)
346,188
Total comprehensive loss for the year……………………………………………..
(4,259,139)
(1,428,670)
The accompanying notes form an integral part of these consolidated financial statements.
Page 22 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Consolidated Statements of Changes in Equity
for the years ended December 31, 2015 and 2014
Notes
Share
capital
Share
premium
Other
reserves
Accumulated
deficit
Total
Amounts in Swiss francs
9,843,247
259,689,854
5,505,898
(272,013,024)
3,025,975
shares……….......................
13
141,641
326,688
-
Balance at January 1,
2014………….………….…..
Net loss for the
year………………………..…
Retirement benefit plan
actuarial gain……………..…
Translation
differences………………..…
Other comprehensive
loss for the year………….…
Total comprehensive
loss for the year………...…
Cost of share capital Issuance
capital increase……………..
Value of share-based
compensation.....…………...
Net sale of treasury
13
Balance at
January 1, 2015………………
Issue of
Common shares……………….
Net loss for the
year………………………..…
Other comprehensive
loss for the year………….…
Total comprehensive
loss for the year………...…
Cost of share capital Issuance
capital increase(1)…………..
Value of share-based
compensation.....…………...
Net sales of treasury
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,774,858)
(1,774,858)
372,054
(25,866)
346,188
-
-
-
372,054
(25,866)
346,188
346,188
(1,774,858)
(1,428,670)
4,320
-
-
275,740
-
-
-
4,320
275,740
468,329
9,984,888
260,020,862
6,127,826
(273,787,882)
2,345,694
13
921,667
1,843,334
-
-
-
-
-
13
-
-
-
2,765,001
(4,204,213)
(4,204,213)
(54,926)
-
(54,926)
(54,926)
(4,204,213)
(4,259,139)
-
-
-
(85,555)
-
-
479,833
-
-
-
(85,555)
479,833
418,396
shares……….......................
13
118,934
299,462
-
Balance at
December 31, 2015………..
11,025,489
262,078,103
6,552,733
(277,992,095)
1,664,230
The accompanying notes form an integral part of these consolidated financial statements.
Page 23 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Consolidated Statements of Cash Flows
for the years ended December 31, 2015 and 2014
Notes
2014
2015
Amounts in Swiss francs
Net loss for the year...…………………………………………...…………...
Adjustments for:
Depreciation and amortization……………………..............................
(Gain) / loss on disposal of fixed assets…………………………….…
Value of share-based compensation..…………………………………
Pension costs…………………………................................................
Finance result, net…………………….…………………………………
French tax dispute escrow account write off………………….………
Net changes in working capital………………………………………………
Net cash used in operating activities….…………………………………
Cash flows from investing activities
Proceeds from sale of property, plant and equipment….….……………...
Interest received……………………………………………..………………..
Net cash from investing activities………………………...….……..……
Cash flows from financing activities
Proceeds from issue of shares – capital increase.……………..………….
Costs paid on issue of shares……………………………………………..…
Net proceeds from sales of treasury shares………………………………..
Interest paid…………………………………..………………………………..
Net cash from financing activities………………...…............................
Increase/(decrease) in cash and cash equivalents……………………
Cash and cash equivalents at beginning of the year...…………………....
Exchange loss on cash and cash equivalents……………………………..
Cash and cash equivalents at end of the year………..........................
9/10
14
20
21
11
21
13
13
13
21
7
7
(4,204,213)
(1,774,858)
25,878
(359,871)
355,909
(3,800)
336,268
1,227,131
(5,745)
(2,628,443)
360,043
39,860
399,903
2,765,001
(61,631)
418,396
(192,070)
2,929,696
110,135
(307,784)
275,740
26,155
(21,778)
-
(107,252)
(1,799,642)
371,864
1,586
373,450
-
4,320
468,329
-
472,649
701,156
(953,543)
1,979,609
(47,164)
2,913,396
19,756
2,633,601
1,979,609
The accompanying notes form an integral part of these consolidated financial statements.
Page 24 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Notes to the Consolidated Financial Statements
for the years ended December 31, 2015 and 2014
(amounts in Swiss francs)
1. General information
Addex Therapeutics Ltd (the Company), formerly Addex Pharmaceuticals Ltd, and its subsidiaries (together, the Group) are a
drug discovery based pharmaceutical group focused on discovery, development and commercialization of small-molecule
pharmaceutical products for the treatment of human health. The Company is a Swiss stockholding corporation domiciled c/o
Addex Pharma SA, Chemin des Mines 9, CH-1202 Geneva, Switzerland and the parent company of Addex Pharma SA and
Addex Pharmaceuticals France SAS. Its registered shares are traded at the SIX, Swiss Exchange, under the ticker symbol
ADXN.
To date, the Group has financed its cash requirements primarily from share issuances and out-licensing certain of its research
and development stage products. The Group is a development stage enterprise and is exposed to all the risks inherent in
establishing a business. Inherent in the Group’s business are various risks and uncertainties, including the substantial uncertainty
that current projects will succeed. The Group’s success may depend in part upon its ability to (i) establish and maintain a strong
patent position and protection, (ii) enter into collaborations with partners in the pharmaceutical industry, (iii) acquire and retain
key personnel, and (iv) secure additional capital to support its operations. The Board of Directors (Board) believes the Group will
be able to meet all of its obligations for a further 12 months as they fall due and, hence, the consolidated financial statements
have been prepared on a going concern basis. Further analysis is disclosed in note 4.1.
These consolidated financial statements have been approved by the Board of Directors on April 28, 2016. They are subject to
approval by the shareholders on June 23, 2016.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of Addex Therapeutics Ltd have been prepared in accordance with International Financial
Reporting Standards (IFRS) and under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in note 4. Certain prior year figures have been re-classed to be consistent with current year
presentation.
Changes in accounting policies
The accounting policies used in the preparation of the consolidated financial statements are consistent with those used in the
consolidated financial statements for the year ended December 31, 2014, The following new standards, amendments to
standards and interpretations which are mandatory for the financial periods beginning on January 1, 2015 did not have any
material impact on the consolidated financial statements:
IFRS 1 (Amendment), First-time adopters standard (effective from January 1, 2015);
IFRS 2, Vesting condition (effective from January 1, 2015);
IFRS 3, Obligation to pay contingent consideration (effective from January 1, 2015);
IFRS 8 (Disclosure), Judgment made by management in aggregating operation segments (effective form January 1, 2015);
IFRS 13, Short-term receivables and payables (effective from January 1, 2015);
IAS 16 and 38 (Amendment), Treatment of gross carrying amount and accumulated depreciation (effective from January 1,
2015);
IAS 24 (Disclosure), Management personal services fees (effective from January 1, 2015); and
IAS 40, Investment property (effective from January 1, 2015).
The following new standards, amendments to standards and interpretations which have been published but are not yet effective
and have not been early adopted by the Group:
IFRS 14, Regulatory Deferral Accounts (effective January 1, 2016). The Group will apply this standard from January 1, 2016;
IFRS 15, Revenue from Contracts with Customers (effective from January 1, 2017). The Group will apply this standard from
January 1, 2017; and
Page 25 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
IFRS 9, Financial Instruments (effective from January 1, 2018). The Group will apply this standard from January 1, 2018.
At this stage, the Group does not expect any significant impact from new or revised standards, with the exception of IFRS 15.
The Group will assess the potential impact of IFRS 15 in due course.
2.2 Consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated.
Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the
Group. The reporting date of all Group companies is December 31.
2.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Chief Executive Officer.
2.4 Foreign currency transactions
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary
economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are
presented in Swiss francs, which is the Company's functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the statement of income.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of
income within ‘finance result, net’. All other foreign exchange gains and losses are presented in the statement of income within
‘operating expenses’.
Group companies
The results and financial position of the Group's subsidiary that has a functional currency different from the presentation currency
are translated into the presentation currency as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
income and expenses for each statement of income are translated at the average exchange rate; and
all resulting exchange differences are recognized in other comprehensive income.
2.5 Property, plant and equipment
Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the item. Subsequent costs are included in the asset's carrying amount or recognized as a
separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of
income during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate
their cost to their residual values over their estimated useful lives as follows:
Buildings
Leasehold improvements
Computer equipment
Laboratory equipment
Furniture and fixtures
Chemical library
25 years
(over life of lease)
3 years
4 years
5 years
5 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's
carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated
recoverable amount (see note 2.7). Gains and losses on disposals are determined by comparing proceeds with carrying amount,
and are included in the statement of income.
Page 26 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
2.6 Intangible assets
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific
software. These costs are amortized over their estimated useful lives (2 to 5 years) on a straight-line basis. Costs associated with
developing or maintaining computer software programs are recognized as an expense as incurred.
2.7 Impairment of non-financial assets
Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by
which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value
less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash generating units). Prior impairment of non-financial assets other than goodwill is
reviewed for possible reversal at each reporting date.
2.8 Financial assets
The Group has one category of financial assets which is “loans and receivables”.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the loans
or receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date,
which are classified as non-current assets. Loans and receivables are included in other current assets and non-current assets in
the balance sheet (see note 8 and 11).
Loans and receivables are initially measured at fair value plus transaction costs that are directly attributable and subsequently
measured at amortized cost. Amortized cost is the amount at which the loan or receivable is measured at initial recognition minus
principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between
that initial amount and the maturity amount.
Loans and receivables are recognized on the trade-date, the date on which the Group commits to purchase or sell the asset.
Loans and receivables are derecognized when settled or when the rights to receive cash flows have expired.
A provision for impairment of loans and receivables is established when there is objective evidence that the Group will not be
able to collect all amounts due. The amount of impairment is the difference between the carrying amount and the present value of
estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognized in the statement
of income. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively
to an event occurring after the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognized, the reversal of the previously recognized impairment loss is recognized in the statement of
income.
2.9 Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments
with original maturities of three months or less.
2.10 Share capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown as a
deduction, net of tax, from the proceeds.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including
any directly attributable incremental cost (net of income taxes) is deducted from equity attributable to the Company's equity
holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any
consideration received, net of any directly attributable incremental transaction costs and the related income tax effect, is included
in equity attributable to the Company's equity holders.
2.11 Equity instruments
Equity instruments issued by the Group are recorded at the fair value of the proceeds received, net of direct issuance costs.
2.12 Trade payables
Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest
method.
Page 27 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
2.13 Grants
Grants are recognized at their fair value where there is reasonable assurance that the grant will be received and the Group will
comply with all attached conditions. Grants relating to costs are deferred and recognized as other income in the statement of
income over the period necessary to match them with the costs that they are intended to compensate.
2.14 Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax
arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using
tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when
the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which
the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the
reversal of the temporary differences is controlled by the Group and it is probable that the temporary difference will not reverse in
the foreseeable future.
2.15 Employee benefits
Pension obligations
Group companies operate various pension schemes. The schemes are generally funded through payments to insurance
companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has defined benefit plans. A
defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service and compensation. Actuarial gains and losses arising
from experience adjustments and changes in actuarial assumptions are recognized immediately in other comprehensive income
and past-service costs are recognized immediately in the statement of income.
The liability recognized in the balance sheet in respect of defined benefit pension plans is the defined benefit obligation at the
balance sheet date less the fair value of the plan assets. The defined benefit obligation is calculated annually by an independent
actuary using the projected unit credit method. The present value of the defined obligation is determined by discounting the
estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which
the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.
Share-based compensation
The Group operates an equity sharing certificates’ equity incentive plan, a share option plan and a share purchase plan: The fair
value of the services received in exchange for the grant or transfer of equity incentive units is recognized as an expense. The
total amount to be expensed over the vesting period is determined by reference to the fair value of the equity incentive unit
granted or transferred. The fair value of instruments granted includes any market performance conditions and excludes the
impact of any service and non-market performance vesting conditions. Service and non-market performance conditions are
included in assumptions about the number of equity incentive units that are expected to vest.
At each balance sheet date, the Group revises its estimates for the number of equity incentive units that are expected to vest. It
recognizes the impact of the revision to original estimates, if any, in the statement of income, with a corresponding adjustment to
equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share
premium when the equity incentive units are exercised.
2.16 Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events; it is probable
that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are
measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the obligation.
2.17 Income recognition
Income, which currently relates primarily to collaborative arrangements, comprises the fair value for the sale of products and
services, net of value-added tax, rebates and discounts. Income from the sale of products is recognized when the product has
been delivered and accepted by the customer and collectability of the receivable is reasonably assured. Income from the
rendering of services is recognized in the accounting period in which the services are rendered, by reference to completion of the
specific transaction assessed on the basis of the actual service provided as a proportion of the total service to be provided.
Page 28 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
Income from collaborative arrangements may include the receipt of non-refundable license fees, milestone payments, and
research and development payments. When the Group has continuing performance obligations under the terms of the
arrangements, non-refundable fees and payments are recognized as income by reference to the completion of the performance
obligation and the economic substance of the agreement.
2.18 Finance income and expense
Interest received and interest paid are classified in the statement of cash flows as interest received under investing activities and
finance expense under financing activities, respectively.
2.19 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of
income on a straight-line basis over the period of the lease.
2.20 Research and development
it is technically feasible to complete the intangible asset so that it will be available for use or sale;
Research and development costs are expensed as incurred. Costs incurred on development projects are recognized as
intangible assets when the following criteria are fulfilled:
management intends to complete the intangible asset and use or sell it;
there is an ability to use or sell the intangible asset;
it can be demonstrated how the intangible asset will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are
available; and
the expenditure attributable to the intangible asset during its development can be reliably measured.
In the opinion of management, due to uncertainties inherent in the development of the Group's products, the criteria for
development costs to be recognized as an asset, as prescribed by IAS 38, “Intangible Assets”, are not met.
Property, plant and equipment used for research and development purposes are capitalized and depreciated in accordance with
the Group's property, plant and equipment policy (see note 2.5).
3. Financial risk management
3.1 Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and capital risk. The Group's
overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse
effects on the Group's financial performance. Risk management is carried out by the Group's finance department (Group
Finance) under the policies approved by the Board. Group Finance identifies, evaluates and in some instances economically
hedges financial risks in close co-operation with the Group's operating units. The Board provides written principles for overall risk
management, as well as written policies covering specific areas, such as foreign exchange risk, interest-rate risk, use of
derivative financial instruments and non-derivative financial instruments, credit risk, and investing excess liquidity.
Market risk
The Group operates internationally and is exposed to foreign exchange risk arising from various exposures, primarily with respect
to the Euro, US dollar and UK pound. Foreign exchange risk arises from future commercial transactions, recognized assets and
liabilities and net investments in foreign operations. To manage foreign exchange risk Group Finance maintains foreign currency
cash balances to cover anticipated future requirements. The Group's risk management policy is to economically hedge 50% to
100% of anticipated transactions in each major currency for the subsequent 12 months. The Group has a subsidiary in France,
whose net assets are exposed to foreign currency translation risk. In 2015, a 10% increase or decrease in the EUR/CHF
exchange rate would have resulted in a CHF129,589 (2014: CHF10,540) increase or decrease in net income and shareholders’
equity as at December 31, 2015, a 10% increase or decrease in the GBP/CHF exchange rate would have resulted in a
CHF24,511 (2014: CHF33,193) increase or decrease in net income and shareholders’ equity as at December 31, 2015 and a
10% increase or decrease in the USD/CHF exchange rate would have resulted in a CHF6,639 (2014: CHF55,777) increase or
decrease in net income and shareholders’ equity as at December 31, 2015. Movements in other currencies would not have had a
material impact. The Group is not exposed to equity price risk or commodity price risk as it does not invest in these classes of
investment. The Group's income and operating cash flows are substantially independent of changes in market interest rates.
Therefore the Group has no significant interest rate risk exposure.
Page 29 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
Credit risk
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks, as well as
credit exposures to collaboration partners. The Group has a limited number of collaboration partners and consequently has a
significant concentration of credit risk. The Group has policies in place to ensure that credit exposure is kept to a minimum and
significant concentrations of credit risk are only granted for short periods of time to high credit quality partners. The Group's policy
is to invest funds in low risk investments including interest bearing deposits. For banks and financial institutions, only
independently rated parties with a minimum rating of “A” are accepted (see note 7).
Liquidity risk
The Group's principal source of liquidity is its cash reserves which are obtained through the sale of new shares and to a lesser
extent the sale of its research and development stage products. Group Finance monitors rolling forecasts of the Group’s liquidity
requirements to ensure it has sufficient cash to meet operational needs. The ability of the Group to maintain adequate cash
reserves to sustain its activities in the medium term is highly dependent on the Group's ability to raise further funds from the
licensing of its development stage products and the sale of new shares. Consequently, the Group is exposed to significant
liquidity risk (see note 4.1).
3.2 Capital risk management
The Company and its subsidiaries are subject to capital maintenance requirements under Swiss and French law, respectively. To
ensure that statutory capital requirements are met, the Group monitors capital periodically, at the entity level, on an interim basis
as well as annually. From time to time the Group may take appropriate measures or propose capital increases to ensure the
necessary capital remains intact.
3.3 Fair value estimation
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate to their fair
values. The fair value of other financial assets and liabilities for disclosure purposes is estimated by discounting the future
contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
4. Critical accounting estimates and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
4.1 Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities or may have had a significant impact on the reported results are
disclosed below:
Uncertainties and ability to continue operations
As discussed in note 1 under “general information”, The Board of Directors (Board) believes the Group will be able to meet all of
its obligations for a further 12 months as they fall due and, hence, the consolidated financial statements have been prepared on a
going concern basis. The Group is currently engaged in a number of activities to ensure that it can continue its operations,
including monetizing its assets, raising additional capital and pursuing strategic alternatives. The outcome of these activities is
inherently uncertain and had the Board assessed differently the ability of the Group to execute on its current financial plans and
the ability of the Group to meet all of its obligations for a further 12 months then the Group would have presented the
consolidated financial statements on a liquidation basis. Had the consolidated financial statements been prepared on a liquidation
basis then certain commitments and contingencies (refer to details of operating lease commitments in note 23) would have been
recorded on the balance sheet and certain assets would have been written down to their recoverable amounts (refer to other
current assets in note 8 and non-current financial assets in note 11).
Income taxes
As disclosed in note 19 the Group has significant Swiss tax losses. These tax losses represent potential value to the Group to the
extent that the Group is able to create taxable profits within 7 years of the end of the year in which the losses arose. The Group
has not recorded any deferred tax assets in relation to these tax losses. The key factors which have influenced management in
arriving at this evaluation are the fact that the Group has not yet a history of making profits and product development remains at
an early stage. Should management's assessment of the likelihood of future taxable profits change, a deferred tax asset will be
recorded.
Page 30 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
Commitments and contingencies
In assessing the need for provisions for legal cases, estimates and judgments are made by the Group with support of external
legal advisors and other technical experts in order to determine the probability, timing and amounts involved. The Group is
currently in dispute with the French tax authorities and in this regard an amount of EUR1,202,610 (CHF1,446,259) was deposited
in an escrow account on April 18, 2012. On the March 9, 2015 the Group received a negative judgment from the “Tribunal of
Grenoble”. On May 5, 2015 the Group filed an appeal to the decision in the “Court d’Appel de Lyon”. On May 7, 2015 the Group
was informed that the French tax authorities had made a claim against the escrow account on the basis of the decision by the
“Tribunal of Grenoble”. The total balance of the escrow account was paid to the French tax authorities on May 29, 2015. As a
consequence the balance of the escrow account that had previously been recorded in non-current assets has been written off
with a corresponding charge of CHF1,227,131 recognized in the statement of income in 2015.
Share-based compensation
The Group recognizes an expense for share-based compensation based on the valuation of equity incentive units using binomial
and Black-Scholes valuation models. A number of assumptions are made in these models. Should the assumptions and
estimates underlying the fair value of these instruments vary significantly from management's estimates, then the share-based
compensation expense would be materially different from the amounts recognized. Had these assumptions been modified within
their feasible ranges and the Group calculated the share-based compensation based on the higher and lower values of these
ranges, share-based compensation expense in 2015 would have been CHF320,318 or CHF391,500, respectively (2014:
CHF241,528 or CHF309,247, respectively). This is compared to the amount recognized as an expense in 2015 of CHF355,909
(2014: CHF275,740). Additional information is disclosed in note 14.
Pension obligations
The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a
number of assumptions. The assumptions used in determining the net cost for pensions include the discount rate. Any changes
in these assumptions will impact the carrying amount of pension obligations. The Group determines the appropriate discount rate
at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash
outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group
considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be
paid, and that have terms to maturity approximating the terms of the related pension liability. Other key assumptions for pension
obligations are based in part on current market conditions. Additional information is disclosed in note 20.
Loans to employees
In connection with the granting of equity sharing certificates (ESCs), the Group has made loans to its employees to finance the
tax and social charges consequences of the grant of ESCs. The loans are only repayable if capital gains are realised from the
exercise of the subscription rights attached to the ESCs. ESCs’ subscription rights are exercisable, subject to vesting, until their
expiry date, at their subscription price only if the underlying share price exceeds a predefined floor price. As at December 31,
2015 the total of loans that are not related to forfeited or expired subscription rights amount to CHF468,201 (2014: CHF764,800).
At December 31, 2015 and 2014, no amount of these loans was assessed as recoverable within 12 months and no amount was
assessed as recoverable in more than 1 year. The loans were tested for impairment based on the historic volatility, the closing
share price at December 31 and expected forfeiture and expiry rates. Had the Group made different assumptions regarding the
recoverability of these loans, then their carrying value would have changed accordingly. In 2015, this would have resulted in an
income of between CHF0 and CHF468,201 (2014: CHF0 and CHF764,800).
4.2 Critical judgments in applying the accounting policies
Development supplies
At December 31, 2015, the Group owns development supplies that have been expensed in the statement of income. These
amounts have not been recognized on the balance sheet as an asset since they are to be used in pre-clinical and clinical trials of
specific products that have not demonstrated technical feasibility.
Page 31 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
5. Segment information
5.1 Reportable segments
The Group operates in one segment, which is the business of developing drugs to improve human health.
5.2 Entity wide information
Information about products, services and major customers
External income of the Group for the years ended December 31, 2015 and 2014 is derived from the business of developing drugs
for human health. Income was earned from collaborative arrangements and the sale of license rights to pharmaceutical
companies.
Information about geographical areas
External income is recorded in the Swiss operating company as research and development grants and other income.
Analysis of income by nature is detailed as follows:
Research & development grants………………………...……….
Research services and other collaborative arrangements…….
Sales of fixed assets and stocks of consumables.........……….
Other service income……………………………………………..
Total income…..……………………………………………..……
Analysis of income by major customer is detailed as follows:
The Michael J. Fox Foundation (USA)……………….….……...
Pierre Fabre Pharmaceuticals (France)…………………...
Janssen Pharmaceuticals Inc……………………………………
Multiple customers……………………….………………………..
Total income…………………..…………………………..………
2015
2014
315,699
65,302
399,310
11,014
791,325
-
726,568
307,784
-
1,034,352
2015
2014
315,699
65,302
-
410,324
791,325
-
-
726,568
307,784
1,034,352
For more detail, refer to note 16, “License and collaboration agreements” and note 17 “Income”.
The geographical analysis of assets is as follows:
Switzerland………………...………………………........
Current………………………………………………...
Non-current…………………………………………...
Europe………………...……………………...……….....
Current………………………………………………...
Non-current…………………………………………...
Total assets…….…………………..………………......
The geographical analysis of operating expenses is as follows:
Switzerland…………….………………………..............
Europe…………………………………...…………........
Total operating expenses (note 17)………………..
There was no capital expenditure in 2015 and 2014.
6. Consolidated entities
December 31, 2015
December 31, 2014
2,881,331
2,774,379
106,952
8,384
8,384
-
2,889,715
2,531,046
2,117,080
413,966
1,468,176
21,917
1,446,259
3,999,222
2015
2014
3,409,874
1,249,396
4,659,270
2,810,656
20,332
2,830,988
The consolidated financial statements include the accounts of Addex Therapeutics Ltd and its 100% owned subsidiaries, Addex
Pharma SA and Addex Pharmaceuticals France SAS.
Page 32 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
7. Cash and cash equivalents
Cash at bank and on hand……………………...........
Total cash and cash equivalents………………......
2,633,601
2,633,601
1,979,609
1,979,609
December 31, 2015
December 31, 2014
In 2015, the effective interest rate on cash and cash equivalents was 0.0% (2014: 0.00%).
Credit quality of cash and cash equivalents
The table below shows the cash and cash equivalents by credit rating of the major counterparties:
External credit rating of counterparty
December 31, 2015
December 31, 2014
P-1 / A-1………...………………………………..…
Cash on hand………………………………………..
Total cash and cash equivalents………………......
2,632,149
1,452
2,633,601
1,977,922
1,687
1,979,609
External credit ratings of counterparties were obtained from Moody’s (P-1) or Standard & Poor’s (A-1), respectively.
8. Other current assets
Receivables……………………………………….……
Prepayments…………………………………………...
Total other current assets……………………..…...
132,075
17,087
149,162
91,507
67,882
159,389
December 31, 2015
December 31, 2014
As at December 31, 2015 and 2014, there are no loans to employees or related parties in current assets.
Movements in the provision for impairment of receivables are as follows:
At January 1……………………………………………..
Provisions made in the year……………..…………….
Provisions used in the year..…………………………...
At December 31………………………………………...
93,771
-
(37,926)
55,845
-
93,771
-
93,771
2015
2014
9. Intangible assets
At January 1, 2014
Cost…………………………………………………………………………………………
Accumulated amortization………………………………………………………………..
Net book value…………………………………………………………………………….
Year ended December 31, 2014
Opening net book amount……………………………………………………………….
Disposals………………………………………………………………………………….
Amortization charge………………………………………………………………………
Closing net book amount……………………………………………………………...
At January 1, 2015
Cost…………………………………………………………………………………………
Accumulated amortization…………………………………………………………….....
Net book value…………………………………………………………………………….
Year ended December 31, 2015
Opening net book amount……………………………………………………………….
Amortization charge………………………………………………………………………
Closing net book amount……………………………………………………………...
At December 31, 2015
Cost…………………………………………………………………………………………
Accumulated amortization…………………………………………………………….....
Net book value………...…………………………………………………………………
Computer software
Licenses
870,184
(817,600)
52,584
52,584
(752)
(38,616)
13,216
108,955
(95,739)
13,216
13,216
(13,216)
-
108,955
(108,955)
-
The Group recorded an amortization charge in 2015 of CHF7,930 (2014: CHF33,824) as part of research and development
expenses and CHF5,286 (2014: CHF4,792) as part of general and administration expenses.
Page 33 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
10. Property, plant and equipment
At January 1, 2014
Cost…………………….
Disposal……………….
Accumulated depreciation
Net book value..................
Year ended December 31, 2014
Opening net book amount.
Disposals………...........
Depreciation charge….
Closing net book amount
At December 31, 2014
Cost……………............
Accumulated depreciation.
Net book value……………
Year ended December 31, 2015
Opening net book amount.
Disposals………………
Depreciation charge…….
Closing net book amount
At December 31, 2015
Cost…………………........
Accumulated depreciation
Net book value…………
Buildings
32,698
-
-
(12,274)
20,424
20,424
(20,424)
-
-
12,274
(12,274)
-
-
-
-
-
-
-
Equipment
10,424,548
-
(251,933)
(10,129,790)
42,825
Furniture
& fixtures
1,296,875
-
-
(1,272,494)
24,381
Chemical
Library
1,204,427
-
-
(1,112,533)
91,894
Total
12,958,548
-
(251,933)
(12,527,091)
179,524
42,825
(26,939)
(14,677)
1,209
24,381
(15,965)
(6,330)
2,086
91,894
-
(50,512)
41,382
179,524
(63,328)
(71,519)
44,677
3,123,337
(3,122,128)
1,209
66,713
(64,627)
2,086
1,204,427
(1,163,045)
41,382
4,406,751
(4,362,074)
44,677
1,209
(1,160)
49
2,086
(172)
(1,477)
437
41,382
(10,025)
31,357
44,677
(172)
(12,662)
31,843
1,573,433
(1,573,384)
49
45,312
(44,875)
437
1,204,427
(1,173,070)
31,357
2,823,172
(2,791,329)
31,843
The Group recorded a depreciation charge in 2015 of CHF11,114 (2014: CHF67,445) as part of research and development
expenses and CHF1,548 (2014: CHF4,074) as part of general and administration expenses.
11. Non-current financial assets
Security rental deposit...…………………………......
Other deposits……………………………………..….
Total non-current financial assets…………..……
75,109
-
75,109
356,072
1,446,259
1,802,331
December 31, 2015
December 31, 2014
During 2015, the escrow account of EUR 1,202,610 (CHF1,446,259) was written off following receipt of notice that the French tax
authorities had claimed release of the account in their favor following a decision against the Group by the Tribunal de Grenoble.
The Group has appealed the decision (see note 4.1).
12. Payables and accruals
Trade payables…………………………...…………..
Social security and other taxes……………………...
Accrued expenses…………………………………....
Total payables and accruals……………………….
All payables mature within 3 months.
December 31, 2015
December 31, 2014
170,899
64,814
793,952
1,029,665
647,304
11,500
835,791
1,494,595
Page 34 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
13. Share capital and share premium
Common
shares
Number of shares
Treasury
shares
Balance at January 1, 2014………………........
Sales of treasury shares…………………………
Balance at December 31, 2014………………..
Issue of shares – capital increase………………
Sale of treasury shares………............................
Balance at December 31, 2015………………..
10,173,576
10,173,576
1,526,036
-
11,699,612
(330,329)
141,641
(188,688)
(604,369)
118,934
(674,123)
Total
9,843,247
141,641
9,984,888
921,667
118,934
11,025,489
At December 31, 2015, the total outstanding share capital is CHF11,669,612 (December 31, 2014: CHF10,173,576), consisting
of 11,699,612 shares (December 31, 2014: 10,173,576). All shares have a nominal value of CHF1 and are fully paid.
On March 9, 2015, the Group issue 1,526,036 new shares from the authorized capital. Of the new shares, 921,667 where placed
at CHF3 per share with investors in a private placement and 604,369 were placed with Addex Pharma SA at CHF1, and are held
as treasury shares. As part of the capital increase the Company granted 100,000 options to Herculis Partners SA at an exercise
price of CHF3.3 with an expiry in March 2020. The gross proceeds of CHF2,765,001 have been recorded in equity net of directly
related share issuance costs of CHF185,555. At December 31, 2015, CHF100,000 of accrued share issuance costs have been
released in 2015.
During 2015 the Group sold 118,934 (2014: 141,641) treasury shares for gross proceeds of CHF418,396 (2014: CHF468,329).
14. Share-based compensation
The total share-based compensation expense recognized in the statement of income for equity incentive units granted to
directors, executives, employees and consultants has been recorded under the following headings:
Research and development………………...…………
General and administration…….……………………...
Total share-based compensation..…………………
118,872
237,037
355,909
987
274,753
275,740
2015
2014
Analysis of share-based compensation by equity incentive plan is detailed as follows:
Equity sharing certificate plan……………...…………
Share purchase plan……..…….……………………...
Share option plans……………………………………..
Total share-based compensation..…………………
122,094
13,191
220,624
355,909
132,758
16,498
126,484
275,740
2015
2014
Equity Sharing Certificate Equity Incentive Plan
On June 1, 2010, the Company established an equity incentive plan based on equity sharing certificates (ESCs) to provide
incentives to directors, executives, employees and consultants of the Group. Each ESC provides the holder (i) a right to
subscribe for 1,000 shares in the Company, and (ii) a right to liquidation proceeds equivalent to that of shareholders. All rights of
the ESCs expire after a 5 year period from date of grant with the ownership of the ESCs reverting to the Group. ESCs granted
are subject to certain vesting conditions which are defined in each grant agreement. The holder of vested ESCs has the right to
subscribe to shares at the subscription price if the underlying share price has reached the floor price. The floor and subscription
price are defined by the Board of Directors. In the event of a change in control, all ESCs automatically vest. The Group has no
legal or constructive obligation to repurchase or settle ESCs in cash.
Movements in the number of subscription rights attached to the ESCs outstanding are as follows:
At January 1………………………………………………………..
Granted……………………………………………………………..
Forfeited……………………………………………………...........
Expired……………………………………………………………..
Exercised…………………………………………………………..
At December 31…………………………………………….........
2015
2014
942,343
-
-
(342,061)
(13,695)
586,587
942,343
-
-
-
-
942,343
Page 35 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
At December 31, 2015, of the outstanding 586,587 subscription rights (2014: 942,343) attached to the ESCs, 457,465 (December
31, 2014: 751,037) were exercisable.
The outstanding subscription rights as at December 31, 2015 and 2014 have the following expiry dates, subscription prices and
floor prices:
At December 31, 2015
Subscription prices / floor prices (CHF)
Expiry date
1.00 / 2.30 4.00 / 8.00 5.00 / 10.00 6.50 / 13.00 7.00 / 14.00 7.50 / 15.00
Total
2016……………………………...
-
146,758
2017……………………………...
108,000
2018……………………………...
-
2019……………………………...
161,996
2020……………………………...
6,000
-
-
-
-
-
-
8,000
-
-
-
7,500
67,500
221,758
78,500
-
-
-
-
2,333
-
-
-
-
-
-
186,500
10,333
161,996
6,000
Total subscription rights…….
275,996
146,758
8,000
78,500
9,833
67,500
586,587
At December 31, 2014
Subscription prices / floor prices (CHF)
Expiry date
1.00 / 2.30 4.00 / 8.00 5.00 / 10.00 6.50 / 13.00 7.00 / 14.00 7.50 / 15.00
Total
2015……………………………...
2016……………………………...
-
-
-
146,758
2017……………………………...
108,000
2018……………………………...
-
2019……………………………...
175,691
-
-
-
-
-
-
8,000
-
-
-
78,500
-
-
5,250
2,250
-
2,333
-
348,061
353,311
67,500
216,508
-
-
-
186,500
10,333
175,691
Total subscription rights…….
283,691
146,758
8,000
78,500
9,833
415,561
942,343
During 2015, 6,000 ESC subscription rights were re-priced at a strike price of CHF1 and floor price of CHF2.30 (2014: 283,691).
The weighted average fair value of the re-pricing of each ESC subscription right was determined using the Black-Scholes
valuation model at CHF1.58 (2014: CHF1.18).
The significant inputs to the models were:
Weighted average share price / share price at the grant date………….…
Weighted average subscription price / subscription price per share….….
Weighted average floor price / floor price per share……………………….
Weighted average volatility / volatility………………………………………..
Dividend yield………………………………………………………….............
Weighted average annual risk free rate / annual risk-free rate……………
Share option plans
2015
2014
CHF2.85
CHF1.00
CHF2.30
50.00%
—
0.13%
CHF2.40
CHF1.00
CHF2.30
50.00%
—
0.13%
The Company established a share option plan to provide incentives to directors, executives, employees and consultants of the
Group.
On December 31, 2015 the Group granted 70,000 options at an exercise price of CHF2. Options vest over 4 year and expired in
2020. On December 31, 2014 the Group granted 164,501 options at an exercise price of CHF 2. Options vest over 4 years and
expired in 2019. On July 1, 2014, the Group granted 400,000 options, 320,000 options at an exercise price of CHF 2 and 80,000
options at an exercise price of CHF 5.
Page 36 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
Movements in the number of options outstanding are as follows:
At January 1…………………………………………………….
Granted………………………...………………………………..
Exercised…………………...………………………………..
At December 31……………………………..........................
2015
564,501
70,000
(4,394)
630,107
2014
-
564,501
-
564,501
At December 31, 2015, of the outstanding 630,107 share options (2014: 564,501), 191,125 (December 31, 2014: 50,000) were
exercisable.
The outstanding share options as at December 31, 2015 have the following expiry dates:
At December 31, 2015
Expiry date
2019……………………......
2020……………………......
Total…………………….....
At December 31, 2014
Expiry date
2019……………………......
Total…………………….....
2.00
480,107
70,000
550,107
2.00
484,501
484,501
Exercises prices (CHF)
5.00
80,000
-
80,000
Total
560,107
70,000
630,107
Exercises prices (CHF)
5.00
80,000
80,000
Total
564,501
564,501
The weighted average fair value of share options granted during 2015 determined using a Black-Scholes model was CHF0.93
(2014: CHF0.90). The significant inputs to the model were:
Weighted average share price per share at the grant date…………..
Weighted average strike price per share……………………...……….
Weighted average volatility / volatility…………………………………..
Dividend yield……………………………………………………………..
Weighted average annual risk free rate / annual risk-free rate………
Share purchase plan
2015
2014
CHF2.85
CHF2.00
48%
-
0.0%
CHF2.37
CHF2.00
50%
-
0.13%
The Group established a share purchase plan under which services are settled for shares. Under the plan directors, executives,
employees and consultants may receive fully paid ordinary shares from the Group’s treasury share reserve for services rendered.
During 2015, 34,212 shares (2014: 41,651 shares) were transferred to settle CHF112,877 (2014: CHF112,498) of consulting
fees.
15. License and collaboration agreements
Janssen Pharmaceuticals Inc. (formerly Ortho-McNeil-Janssen Pharmaceuticals Inc).
On December 31, 2004, the Group entered into a research collaboration and license agreement with Janssen Pharmaceuticals
Inc. (JPI). In accordance with this agreement, JPI has acquired an exclusive worldwide license to develop mGluR2PAM
compounds for the treatment of human health. The Group is eligible for future payments contingent on the products from the
research achieving certain development milestones. During 2014, the Group recognized CHF726,568 of other income following
amendment of the agreement. Under the amendment certain jointly owned patents have been assigned to JPI and all past patent
costs paid by the Group have been reimbursed. No amounts have been recognised in 2015.
Pierre Fabre Pharmaceuticals.
On October 7, 2015, following the signature of a material transfer and option agreement with Pierre Fabre Pharmaceuticals, the
Group entered into a separate service agreement to perform certain invitro pharmacology characterization services.
Page 37 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
16. Income
During 2015, the Group recognized CHF65,302 of other income from Pierre Fabre Pharmaceuticals, CHF315,699 of research
grants from The Michael J. Fox Foundation for Parkinson’s Research (MJFF). The grant was received in instalments and
recognized as income on the period necessary to match it against the specific research costs it was intended to compensate. The
Group sold fixed assets and surplus consumables for a total of CHF399,310. During 2014, the Group recognized CHF726,568 of
income from Janssen Pharmaceuticals Inc., following the amendment of the license and collaboration agreement. (see note 15)
17. Operating expenses by nature
Staff costs (note 18)…………………………………........
Depreciation and amortization……………………….......
External research and development costs………….......
Laboratory consumables…………………...……………..
Patent costs……………………………………………..….
Professional fees……………………………………..……
Operating leases……………………………………..…….
French Tax dispute escrow account write off…..……….
Other operating expenses……………………………......
Total operating expenses……………………………….
2015
2014
545,353
25,878
761,217
40,301
256,365
762,443
259,978
1,227,131
780,604
4,659,270
355,446
110,135
258,058
85,404
373,255
1,111,469
81,004
-
456,217
2,830,988
Operating lease contracts are renewable on normal business terms and provide for annual rent increases based on the Swiss
consumer price index.
18. Staff costs
Wages and salaries.…………………………………..…
Social charges and insurances….…………...………...
Value of share-based services (note 14)………......….
Pension costs – defined benefit plans (note 20)….…..
Other employee costs……………………………..…….
Total staff cost (note 17)………………...…….……...
19. Taxes
Loss before tax……………………………………........
Tax calculated at a tax rate of 7.8% (2014: 7.8%)…..
Effect of different tax rates in other countries………..
Expenses charged against equity……………………..
Expenses not deductible for tax purposes……………
Tax losses not recognized as deferred tax assets.....
Income tax expense…………………………….……..
2015
2014
371,689
57,326
90,028
22,056
4,254
545,353
274,460
33,204
2,081
52,904
(7,203)
355,446
December 31, 2015
December 31, 2014
4,204,213
327,929
(109,320)
(6,673)
(37,427)
(174,508)
-
1,774,858
138,439
(1,573)
337
(21,507)
(115,696)
-
The Group is subject to Swiss income taxes and has a tax loss carry forward of CHF154,460,545 as of December 31, 2015
(2014: CHF172,392,982), of which CHF148,551,847 (2014: CHF156,156,296) expire within the next five years and
CHF5,908,698 (2014: CHF16,236,686) will expire between five and seven years. Tax losses of CHF22,066,277 expired in 2015
(2014: CHF35,085,765).
Page 38 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
20. Retirement benefit obligations
Apart from the social security plans fixed by the law, the Group sponsors independent pension plans. All employees are covered
by these plans, which are defined benefit plans. Retirement benefits are based on contributions, computed as a percentage of
salary, adjusted for the age of the employee and shared approximately 46%/54% by employee and employer. In addition to
retirement benefits, the plans provide death and long-term disability benefits to its employees. Liabilities and assets are revised
every year by an independent actuary. In accordance with IAS 19 (revised), plan assets have been estimated at fair market
values and liabilities have been calculated according to the "projected unit credit" method.
The Group recorded a pension benefit charge in 2015 of CHF 22,056 (2014: CHF92,128) as part of staff costs.
Pension benefits
The amounts recognized in the balance sheet are determined as follows:
Defined benefit obligation………..…………...……...
Fair value of plan assets…………………….……….
Funded status………………………………..………..
2015
2014
(2,234,012)
2,038,350
(195,662)
(2,057,079)
1,912,543
(144,536)
The amounts recognized in the statements of income are as follows:
Current service cost……………….…………………
Interest cost………………………..………...………...
Interest income…………………..……………….…...
Employee contribution………………………….…….
Company pension income / (cost) (note 18)……
2015
2014
(40,378)
(25,427)
23,611
20,138
(22,056)
(187,617)
(44,273)
33,572
53,095
(145,223)
The movement in the defined benefit obligations at the beginning of the year is as follows:
Defined benefit obligation at beginning of year.....….
Service cost…………………………………....….....….
Interest cost………………………………...………..….
Change in financial assumptions
Experience adjustments……………..……….….…..…
Increase in disability obligation…………….……..……
Defined benefit obligations at end of year………..
2015
2014
(2,057,079)
(40,378)
(25,427)
(47,056)
(64,072)
(2,234,012)
(1,739,890)
(134,522)
(44,273)
366,589
(504,983)
(2,057,079)
The movements in the fair value of plan assets during the year are as follows:
Fair value of plan assets at beginning of year……....
Interest income………………………………………....
Employees’ contributions……..……………………......
Company contribution…………..………………………
Plan assets (losses) / gains……..……………………..
Disability insurance……………………..………………
Fair value of plan assets at end of year…………..
The principal actuarial assumptions used were as follows:
2015
2014
1,912,543
23,611
20,138
25,856
(7,870)
64,072
2,038,350
1,249,455
33,572
53,095
65,973
5,465
504,983
1,912,543
Discount rate………………………...…………….......
Future salary increases……………………………....
Future pension increases…………………...………..
Turnover, on average…………………………………
0.80%
1.00%
0.00%
12.50%
1.20%
1.00%
0.00%
12.50%
December 31, 2015
December 31, 2014
Page 39 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
Mortality rate
Assumptions regarding future mortality experience are set based on advice, published statistics and experience. The average life
expectancy in years of a pensioner retiring at age of 65 (male) or 64 (female) on the balance sheet date are as follows:
Male…………………………………………………
Female………………………………………………
2015
21.49
24.94
2014
21.39
24.84
The estimated Group contributions to pension plans for the financial year 2016 amount to CHF34,860.
The following table shows the funding of the defined benefit pensions and actuarial adjustments on plan liabilities:
Present value of defined benefit obligation……………
Fair value of plan assets………………………………...
Deficit in the plan……………………………………….
Experience adjustment…………………………………..
Actuarial (losses) / gains on plan assets…………..…..
2015
(2,234,012)
2,038,350
(195,662)
47,056
(7,870)
2014
(2,057,079)
1,912,543
(144,536)
366,589
5,465
The following table shows the estimated benefit payments for the next ten years:
2016...…………………………………..
2017…………………..........................
2018…………………..........................
2019…………………………………….
2020…………………………………….
2020-2024…………...........................
59,963
60,597
61,220
61,837
62,449
321,436
21. Finance result, net
Interest expense……………………………..……….....
Interest income………………………………………….
Unrealized foreign exchange (losses) / gains………..
Finance result, net...………...………………………...
(192,070)
39,860
(184,058)
(336,268)
-
1,586
20,192
21,778
2015
2014
22. Loss per share
Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the
weighted average number of common shares in issue during the year excluding common shares purchased by the Group and
held as treasury shares.
Loss attributable to equity holders of the Company...
Weighted average number of shares in issue……….
Basic and diluted loss per share…………………..
2015
2014
(4,204,213)
10,852,056
(0.39)
(1,774,858)
9,984,888
(0.18)
The Company has one category of dilutive potential shares as at December 31, 2015 and December 31, 2014: equity sharing
certificates (ESCs) and share option. As of December 31, 2015 and December 31, 2014, equity sharing certificates and share
options have been ignored in the calculation of the loss per share, as they would be antidilutive.
Page 40 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements│Notes
23. Commitments and contingencies
Operating lease commitments
Within 1 year……………………………………………..
Total operating lease commitments………………..
1,934
1,934
147,447
147,447
2015
2014
Operating lease commitments consist mainly of rental contracts for laboratories, offices and related spaces used by Addex
Pharma SA. There are no commitments over 5 years.
Capital commitments
As at December 31, 2015 and 2014, the Group has no contracted capital expenditure.
Contingencies
As part of the ordinary course of business, the Group is subject to contingent liabilities in respect of certain litigation. In the
opinion of management, none of the outstanding litigation will have a significant adverse effect on the Group’s financial pos ition
(see note 4.1).
24. Related party transactions
Related parties include members of the Board of Directors and the Executive Management of the Group. The following
transactions were carried out with related parties:
Key management compensation
2015
2014
Salaries and other short-term employee benefits…...
Consulting fees………………………………………….
Post-employment benefits……………………………..
Share-based compensation….………………………..
82,397
624,000
-
265,225
971,622
53,146
676,000
-
274,039
1,003,185
Consulting fees relate to amounts paid to Sonia Poli and Tim Dyer who deliver their services to the Group under consulting
contracts. Tim Dyer services are delivered through TMD Advisory Ltd, a company owned and managed by Mr. Dyer, which has
been mandated to provide CEO / CFO services to the Addex Group. The Group invoiced CHF11,014 of consulting services to
TMD Advisory Ltd during the year which have been recorded in other income.
25. Events after the balance sheet date
In January 2016, the Group sold 317,400 treasury shares for net proceeds of CHF1,003,496.
26. Risk assessment disclosure required by Swiss law
The Chief Executive Officer coordinates and aligns the risk management processes, and reports to the Board on a regular basis
on risk assessment and risk management. The organization and the corporate processes have been designed and implemented
to identify and mitigate risks at an early stage. Organizationally, the responsibility for risk assessment and management is
allocated to the Chief Executive Officer and members of the Executive Management and specialized corporate functions such as
Group Finance. Group Finance provides support and controls the effectiveness of the risk management processes. Financial risk
management is described in more detail in note 3 to the Group’s consolidated financial statements.
Page 41 of 50
Addex Therapeutics Annual Report 2015 │Consolidated Financial Statements
Report of the Statutory Auditor to the General Meeting of Addex Therapeutics Ltd, Geneva
Report of the statutory auditor on the consolidated financial statements
As statutory auditor, we have audited the consolidated financial statements of Addex Therapeutics Ltd, which comprise the balance
sheet, statements of income, statements of comprehensive income, statements of changes in equity, statements of cash flows and
notes, for the year ended 31 December 2015.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility
includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is
further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable
in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit
in accordance with Swiss law and Swiss Auditing Standards as well as the International Standards on Auditing. Those standards
require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of
the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December 2015 give a true and fair view of the financial
position, the results of operations and the cash flows in accordance with the International Financial Reporting Standards (IFRS)
and comply with Swiss law.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence
(article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control
system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the
Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers SA
Michael Foley
Audit expert
Auditor in charge
Geneva, 29 April 2016
Adrien Benoit
Enclosure:
-
Consolidated financial statements (balance sheet, income statement, statement of comprehensive income, cash flow
statement, statement of changes in equity and notes)
Page 42 of 50
Addex Therapeutics Annual Report 2015
Statutory Financial Statements of Addex
Therapeutics Ltd as at December 31, 2015
Page 43 of 50
Addex Therapeutics Annual Report 2015 │Statutory Financial Statements
Balance Sheets as at December 31, 2015 and December 31, 2014
Notes
December 31,
December 31,
2015
2014
Amounts in Swiss francs
ASSETS
Current assets
Cash and cash equivalents……………………………....
Other receivables
Third parties………………………………………..….
Accrued income…………………...……………………..…
Total current assets………………………………………
Non-current assets
Investments in Group companies……………...……...….
Other non-current assets
Loans to Group companies………………………….
Total non-current assets…………………….………….
6
7
441,281
105
—
441,386
636,916
1,166
17,219
655,301
2
2
2,435,206
2,435,208
1,470,496
1,470,498
Total assets………………………………………..……...
2,876,594
2,125,799
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade payables…...…………………………………..…...
Other payables: Third parties……………………….……
Accruals…………………………………….……
Total current liabilities……………………………..…….
Shareholders’ equity
Share capital……………………………………..…………
Share premium……………………………………..………
Treasury shares reserve…………………………………
Non-voting equity securities (*)……………..…………….
Accumulated deficit………………………………………
Total shareholders’ equity………………….…………
9
11
8
6,293
4,629
246,813
257,735
11,699,612
1,544,864
736,184
p.m.
(11,361,801)
2,618,859
149,430
11,404
215,557
376,391
10,173,576
186,966
250,749
p.m.
(8,861,883)
1,749,408
Total liabilities and shareholders’ equity………...….
2,876,594
2,125,799
(*) p.m. = pro memoria. Non-voting equity securities have no nominal value.
The accompanying notes form an integral part of these financial statements.
Page 44 of 50
Addex Therapeutics Annual Report 2015 │Statutory Financial Statements
Statements of Income
for the years ended December 31, 2015 and 2014
Operating expenses
Board of director fees…………………………………...…...
Other operating expenses…………………………………..
Provision for loans to Group companies……...…………..
Reversal of prior year provision…………………………....
Taxes…………………………………………………………
Total operating expenses…………………………………
2014
2015
Amounts in Swiss francs
(91,808)
(245,287)
(2,163,931)
100,000
(98,914)
(2,499,940)
(162,631)
(166,605)
(1,770,059)
-
(128,657)
(2,227,952)
Interest income…….…………………………………………
21
980
Net loss before taxes………………………………………
(2,499,919)
(2,226,972)
Income tax expense…………………..……...……………..
—
—
Net loss for the year……………………………………….
(2,499,919)
(2,226,972)
The accompanying notes form an integral part of these financial statements.
Page 45 of 50
Addex Therapeutics Annual Report 2015│Statutory Financial Statements
Notes to the Financial Statements for the years
ended December 31, 2015 and 2014
(amounts in Swiss francs)
1. General
Addex Therapeutics Ltd, formerly Addex Pharmaceuticals Ltd, was founded on February 19, 2007.
2. Guarantees, other indemnities and assets pledged in favor of third parties
As of December 31, 2015 and December 31, 2014, there were no guarantees, other indemnities or assets pledged in favor of third
parties.
3. Pledges on assets to secure own liabilities
As of December 31, 2015 and December 31, 2014, there were no assets pledged to secure own liabilities.
4. Lease commitments not recorded in the balance sheet
As of December 31, 2015 and December 31, 2014, there were no lease commitments not recorded in the balance sheet.
5. Amounts due to pension funds
As of December 31, 2015 and December 31, 2014, there were no amounts due to pension funds.
6. Significant investments
Addex Therapeutics Ltd as a holding company for the Addex Therapeutics Group owns:
Company
Addex Pharma SA,
Plan-les-Ouates, Switzerland
Addex Pharmaceuticals France SAS,
Archamps, France
Business
Capital
Research & development
CHF3,987,492
Research & development
€37,000
Interest in
capital in %
100%
100%
As at December 31, 2014 and 2013, the Company has provided for its investments in Group companies as follows:
Investment in Addex Pharma SA……………………
Provision for investment in Addex Pharma SA……
Investment in Addex Pharmaceuticals France SAS.
December 31, 2015
December 31, 2014
3,987,492
(3,987,491)
1
2
3,987,492
(3,987,491)
1
2
7. Other non-current assets – Loans to Group companies
As at December 31, 2015 and 2014, the Company has provided for its loan to Addex Pharma SA as follows:
Loan to Addex Pharma SA………………………………
Provision for loan to Addex Pharma SA………………...
December 31, 2015
December 31, 2014
160,843,801
(158,408,595)
2,435,206
157,710,319
(156,239,823)
1,470,496
The loan to Addex Pharma SA is subordinated to the claims of other creditors of the subsidiary up to CHF158,408,595.
Page 46 of 50
Addex Therapeutics Annual Report 2015 │Statutory Financial Statements │Notes
8. Equity
January 1, 2014………….
Offset accumulated deficit
with general reserve….….
Transfer from treasury
shares reserve…………....
Net loss of the year………
December 31, 2014……..
Issue of shares, capital
increase…………………...
Transfer to treasury
shares reserve……….…...
Net loss of the year………
December 31, 2015……..
Share
capital
General reserve, from…
…retained
earnings
…capital
contribution
Treasury
shares
reserve
Accumulated
deficit
Total
10,173,576
163,708,099
(153,531,166)
437,715
(16,811,844)
3,976,380
—
—
(10,176,933)
—
10,176,933
—
—
—
10,173,576
186,966
—
163,895,065
—
—
(163,708,099)
(186,966)
—
250,749
—
(2,226,972)
(8,861,883)
—
(2,226,972)
1,749,408
1,526,036
1,843,334
—
—
—
3,369,370
—
—
11,699,612
(485,435)
—
165,252,964
—
—
(163,708,099)
485,435
—
736,184
—
(2,499,919)
(11,361,802)
—
(2,499,919)
2,618,859
On March 9, 2015, the Group issued 1,526,036 new shares at CHF1 from the authorized capital, 921,667 shares were sold in a
private placement for CHF3.00 for a gross proceeds of CHF2,765,001 per share and 604,369 shares were issued to Addex Pharma
SA at CHF1.00 for gross proceeds of CHF604,369. Gross proceeds of CHF3,369,370 have been recorded in share capital for
CHF1,526,036 and in general reserve from capital contributions for CHF1,843,334.
At December 31, 2015, the total outstanding share capital is CHF11,612,699 (December 31, 2014: CHF10,173,576), consisting of
11,612,699 shares (December 31, 2014: 10,173,576). All shares have a nominal value of CHF1 and are fully paid. The authorized
capital and conditional capital as at December 31, 2015 and 2014 are as follows:
Authorized capital……………………………………….
Conditional capital………………………………………
5,849,806
5,849,806
5,086,788
4,485,921
December 31, 2015
December 31, 2014
9. Treasury share reserve
This reserve corresponds to the purchase price of shares in Addex Pharmaceuticals Ltd held by Group companies. The table
shows movements in the number of shares and the treasury share reserve:
Balance at January 1, 2014…..
Net sales …………….……….....
Balance at December 31, 2014
Net purchases………………...…
Balance at December 31, 2015
Number of
registered shares
Price in CHF
Total purchase
price in CHF
330,329
(141,641)
188,688
485,435
674,123
1.32
1.00
437,715
(186,966)
250,749
485,435
736,184
% of share
capital
4.30%
2.46%
6.29%
10. Significant shareholders
According to the information available to the Board of Directors the following shareholders held shares entitling them to more than
3% of the total voting rights:
BVF Partners L.P.*……............
Tim Dyer (1)…………………….
IFM Independent Fund
Management AG*……………...
Sofinnova Capital IV FCPR…..
December 31, 2015
December 31, 2014
Number of
Shares
Interest in
capital in %
Number of
Shares
Interest in
capital in %
—
662,763
582,695
—
—%
5.66%
4.98%
—%
2,503,849
594,906
—
311,667
24.61%
5.85%
—%
3.06%
*Addex Therapeutics Ltd shares were held by several related entities.
(1) the shareholding of Tim Dyer assumes the exercise of all equity incentive units at the 31 December 2015 and 2014
Page 47 of 50
Addex Therapeutics Annual Report 2015 │Statutory Financial Statements │Notes
11. Non-voting equity securities
Refer to note 14 of the consolidated financial statements.
12. Board of Directors and Executive Management shareholdings and equity incentive unites
As of December 31, 2015 and 2014, members of the Board of Directors and Executive Management held the following shares in
the Company:
Vincent Lawton, Chairman…………………….
Sonia Poli, Chief Scientific Officer……………
Timothy Dyer, Chief Executive Officer……….
2015
Number of
Shares
500
17,000
154,763
2014
Number of
Shares
500
17,000
86,906
As of December 31, 2015, members of the Board of Directors and Executive Management held the following equity incentive units
in the Company:
Vincent Lawton, Chairman…………………..
Raymond Hill……..…………………………..
Sonia Poli, Chief Scientific Officer………….
Tim Dyer, Chief Executive Office…………...
Number of
vested equity
incentive units
25’000
875
25,000
258,000
Number of
unvested equity
incentive units
75,000
30,125
75,000
250,000
Total number of
equity incentive
units
100,000
31,000
100,000
508,000
As of December 31, 2014, members of the Board of Directors and Executive Management held the following equity incentive units
in the Company:
Vincent Lawton, Chairman………………….
Sonia Poli, Chief Scientific Officer…………
Tim Dyer, Chief Executive Office…………..
Number of
vested equity
incentive units
0
0
158,000
Number of
unvested equity
incentive units
100,000
100,000
350,000
Total number of
equity incentive
units
100,000
100,000
508,000
13. Risk assessment
Refer to note 26 of the consolidated financial statements.
14. Uncertainties and ability to continue operations
The Company’s ability to continue operations is highly dependent on the Group’s ability to continue as a going concern. The Group
is a development stage enterprise and is exposed to all the risks inherent in establishing a business. Inherent in the Group’s
business are various risks and uncertainties, including the substantial uncertainty that current projects will succeed. The Group’s
success may depend in part upon its ability to (i) establish and maintain a strong patent position and protection, (ii) enter into
collaborations with partners in the pharmaceutical industry, (iii) acquire and retain key personnel, and (iv) acquire additional capital
to support its operations. As at December 31, 2015, there is significant uncertainty with respect to the Group’s ability to continue as
a going concern. After considering the Group’s cash position in light of current financial plans and financial commitments, the Board
of Directors believes the Group and therefore the Company will be able to meet all of its obligations for a further 12 months as they
fall due and, hence, the financial statements have been prepared on a going concern basis. The Group is currently engaged in a
number of activities to ensure that it can continue its operations, including monetizing its assets, raising additional capital, pursuing
strategic alternatives and evaluating restructuring options. The outcome of these activities is inherently uncertain and had the
Board assessed differently the ability of the Group to execute on its current financial plans and the ability of the Company to meet
all of its obligations for a further 12 months then the Company would have presented the financial statements on a liquidation basis.
Had the financial statements been prepared on a liquidation basis then certain commitments and contingencies would have been
recorded on the balance sheet and certain assets would have been written down to their recoverable amounts.
Proposal of the Board of Directors for appropriation of loss carried forward
The Board of Directors proposes to transfer CHF485’435 from the treasury shares reserve to the general reserve from capital
contribution and to carry forward the net loss for the year 2015 of CHF2,499,919.
Page 48 of 50
Addex Therapeutics Annual Report 2015│Statutory Financial Statements
Report of the statutory auditor to the General Meeting of Addex Therapeutics Ltd, Geneva
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Addex Therapeutics Ltd, which comprise the balance sheets,
statements of income and notes, for the year ended 31 December 2015.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss
law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal
control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud
or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making
accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control
system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An
audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting
estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended 31 December 2015 comply with Swiss law and the company’s articles
of incorporation.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence
(article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control
system exists which has been designed for the preparation of financial statements according to the instructions of the Board of
Directors.
We recommend that the financial statements submitted to you be approved.
Further, we draw attention to the fact that half of the share capital and the legal reserves are no longer covered (article 725 para.
1 CO).
PricewaterhouseCoopers SA
Michael Foley
Audit expert
Auditor in charge
Geneva, 29 April 2016
Adrien Benoit
Enclosure:
- Financial statements (balance sheet, income statement and notes)
Page 49 of 50
Addex Therapeutics Annual Report 2015
Forward Looking Statements
These materials contain forward-looking statements that can be identified by terminology such as “not approvable”, “continue”,
“believes”, “believe”, “will”, “remained open to exploring”, “would”, “could”, or similar expressions, or by express or implied
discussions regarding Addex Therapeutics, formerly known as, Addex Pharmaceuticals, its business, the potential approval of its
products by regulatory authorities, or regarding potential future revenues from such products. Such forward-looking statements
reflect the current views of Addex Therapeutics regarding future events, future economic performance or prospects, and, by their
very nature, involve inherent risks and uncertainties, both general and specific, whether known or unknown, and/or any other
factor that may materially differ from the plans, objectives, expectations, estimates and intentions expressed or implied in such
forward-looking statements. Such may in particular cause actual results with allosteric modulators of mGlu2, mGlu4, mGlu5,
mGlu7, GABA-BR or other therapeutic targets to be materially different from any future results, performance or achievements
expressed or implied by such statements. There can be no guarantee that allosteric modulators of mGlu2, mGlu4, mGlu5, mGlu7,
GABA-BR or other therapeutics targets will be approved for sale in any market or by any regulatory authority. Nor can there be
any guarantee that allosteric modulators of mGlu2, mGlu4, mGlu5, mGlu7, GABA-BR or other therapeutic targets will achieve any
particular levels of revenue (if any) in the future. In particular, management’s expectations regarding allosteric modulators of
mGlu2, mGlu4, mGlu5, mGlu7, GABA-BR or other therapeutic targets could be affected by, among other things, unexpected
actions by our partners, unexpected regulatory actions or delays or government regulation generally; unexpected clinical trial
results, including unexpected new clinical data and unexpected additional analysis of existing clinical data; competition in general;
government, industry and general public pricing pressures; the company’s ability to obtain or maintain patent or other proprietary
intellectual property protection. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Addex Therapeutics is
providing the information in these materials as of this date and does not undertake any obligation to update any forward-looking
statements contained in these materials as a result of new information, future events or otherwise, except as may be required by
applicable laws.
For more information about the Addex Therapeutics Ltd Group please contact:
Addex Therapeutics
C/O Addex Pharma SA
Chemin des Mines 9
1202 Geneva
Switzerland
Investor & Media Relations
Tel: +41 22 884 15 55
Fax: +41 22 884 15 56
investor.relations@addextherapeutics.com
media.relations@addextherapeutics.com
Share Registry
SharecommServices AG
Tel: +41 44 809 58 58
Fax: +41 44 809 58 59
General Information
Tel: +41 22 884 15 55
Fax: +41 22 884 15 56
info@addextherapeutics.com
Addex on the Internet
www.addextherapeutics.com
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