Allosteric Modulators for
Human Health
Annual Report 2025
Addex Therapeutics Annual Report 2025
Page 2 of 79
Contents
3
Letter to Shareholders
4
Financial Review
6
Corporate Governance Report
22
Compensation Report
29
Consolidated Financial Statements
67
Statutory Financial Statements
Key Facts / Addex Therapeutics
Focus:
Development of a portfolio of novel small molecule allosteric
modulators for neurological disorders against diseases with high
unmet medical needs.
Disease area:
Central Nervous System (‘‘CNS’’)
Programs:
Dipraglurant for brain injury recovery
ADX71149, mGlu2 PAM for an undisclosed indication
GABAB PAM for substance use disorders (licensed to Indivior PLC)
GABAB PAM for chronic cough
Investment in associate
Addex holds a 20% equity interest in Neurosterix US Holdings LLC,
a private spin out company focused oral small molecule allosteric
modulation based drug discovery and development including
programs: M4 PAM for Schizophrenia, mGlu7 NAM for mood
disorders and an undisclosed CNS target.
Total full-time equivalent employees as of
December 31, 2025:
3
Stock symbol / exchange:
ADXN (ISIN:CH0029850754) / SIX Swiss Exchange
ADXN (American Depositary Shares) / Nasdaq Stock Market
Shares issued as of December 31, 2025:
218,654,496
Cash as of December 31, 2025:
1,638,662
Headquarter:
Geneva, Switzerland
Addex Therapeutics Annual Report 2025
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Letter to Shareholders
Dear Shareholders,
In 2025, we focused our efforts on advancing our work in chronic cough and brain injury recovery as well as bringing back in house
our clinical stage mGlu2 PAM program. Our partner, Indivior made excellent progress in advancing their substance use disorder
program and our spin out company, Neurosterix, advanced multiple neuropsychiatry programs including advancing their lead program
for schizophrenia into clinical studies. In addition, we invested in Stalicla SA, a precision medicine neuropsychiatry company, further
strengthening our commitment to advancing innovative treatments for neurological disorders.
Our partner, Indivior, completed IND-enabling studies with its selected GABAB PAM development candidate for substance use
disorders. Under our partnership agreement, we selected our own independent GABAB PAM development candidate and made
significant progress in its preclinical characterization for chronic cough. We have now substantially completed this work, demonstrating
robust anti-tussive effects across several preclinical models. These results underscore the significant therapeutic potential of our
GABAB PAM compounds.
In line with our strategy to reposition dipraglurant for brain injury recovery, on April 30, 2025, we entered into an option and
collaboration agreement with Sinntaxis AB. This agreement provides us with an exclusive license to intellectual property related to
the use of mGlu5 inhibitors in this field. In addition to strengthening our intellectual property portfolio, the collaboration includes a
research program under which Sinntaxis will conduct preclinical studies and contribute its expertise to the design of future clinical
studies.
We also regained all development and commercialization rights to our mGlu2 PAM program, including the Phase 2 asset ADX71149,
from Johnson and Johnson. Alongside the operational work required to repatriate know-how and materials, we have deployed
resources to assess the program’s future development path and initiated discussions with potential collaboration partners to advance
the program.
In line with our strategy to strengthen our commitment to patients suffering from neurological disorders, we invested in Stalicla SA, a
precision medicine company focused on neuropsychiatric disorders. Stalicla has made excellent progress in advancing its pipeline of
neuropsychiatric and neurodevelopment programs as well as its leading patient stratification platform.
During the same period, our spin-out company Neurosterix, in which we hold a 20% equity interest, advanced the development of its
lead compound, NTX-253, an M4 PAM for the treatment of schizophrenia. In Q4 2025, Neurosterix initiated a Phase 1 clinical study
of NTX-253, designed to evaluate its safety, tolerability, pharmacokinetics and pharmacodynamics in healthy volunteers and stable
schizophrenia patients. The progression of NTX-253 into clinical development marks an important milestone for both Neurosterix and
Addex, and we look forward to results expected by the end of the second quarter of 2026. Neurosterix has also made strong progress
in advancing a second M4 PAM compound, NTX-529, and has selected a development candidate in its mGlu7 NAM program for
mood disorders.
Together with our partners, we made meaningful progress in 2025. We would like to express our sincere appreciation to our
employees and collaborators for their dedication, commitment and perseverance. We also thank our shareholders for their continued
support.
Vincent Lawton
Tim Dyer
Chairman of the Board
Chief Executive Officer
Addex Therapeutics Annual Report 2025│Financial Review
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Financial Review
The following review and discussion of the financial results for 2025 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 clinical development stage biopharmaceutical company focused on development of our portfolio of oral small molecule
allosteric modulators of G-protein coupled receptors. As a result, commercialization is currently limited to licensing selected discovery
and development stage programs.
On April 30, 2025, we entered into an option and collaboration agreement with Sinntaxis AB for an exclusive license to intellectual
property covering the use of mGlu5 inhibitors, our lead development compound, for the treatment of brain injury recovery. The
agreement also includes a research collaboration under which the Sinntaxis team will complete evaluation of dipraglurant for the
treatment of brain injury recovery.
During the year 2025, we also made progress on our GABAB PAM programs. Our Partner Indivior successfully completed IND
enabling studies with their selected compound for the treatment of substance use disorder. We also demonstrated that our own
independent GABAB PAM program for the treatment of chronic cough had robust anti-tussive activity in multiple preclinical models
compared to reference drugs. We are currently completing the preclinical evaluation. We have as well regained rights to phase 2
mGlu2 PAM asset, ADX71149 and we invested in Stalicla SA confirming our commitment to advancing innovative treatments for
neurological disorders.
In addition, we were engaged in a number of business development and financing activities related to securing resources to advance
our portfolio, including entering into 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, 2025, our headcount was 3 full time equivalents (FTEs) compared to 2 FTEs at December 31, 2024. Our average
headcount was 2 in 2025, compared to 7 in 2024 as most of our employees have been transferred to Neurosterix on April 2, 2024. In
addition to our headcount, we engaged a number of consultants and service providers to complement our internal resources.
Results of operations
The following table presents our consolidated results of operations for the fiscal years 2025 and 2024:
For the years
ended December 31
Amounts in millions of Swiss francs
2025
2024
Income……………………………………….
0.2
0.4
Research and development expenses........
(0.7)
(0.8)
General and administrative expenses.........
(2.3)
(2.3)
Total operating costs……………………...
(3.0)
(3.1)
Operating loss………………………….......
(2.8)
(2.7)
Finance result, net………………………......
-
-
Share of net loss of investments accounted
for using the equity method…………………
(4.0)
(2.2)
Net loss from continuing operations……
(6.8)
(4.9)
Net profit from discontinued operations.
0.1
12.0
Net profit / (loss) for the year……………..
(6.7)
7.1
Income
Income from continuing operations decreased to CHF 0.2 million in 2025 compared to CHF 0.4 million in 2024 primarily due to the
completion of the research phase of our collaboration with Indivior on June 30, 2024, partially offset by the fair value of the services
received by Neurosterix Group at zero cost.
Research and development expenses
Research and development expenses, relating to continuing activities, decreased by CHF 0.2 million in 2025 compared to 2024,
primarily due to lower GABAB PAM outsourced R&D expenses, as we completed our research agreement with Indivior on June 30,
2024.
General and administrative expenses
General and administrative costs, relating to continuing activities, driven by the evolution of professional fees remained stable at
CHF 2.3 million in 2024 and 2025.
Finance Result, net
Finance result, net primarily relates to currency exchange differences.
Addex Therapeutics Annual Report 2025│Financial Review
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Share of net loss of investments accounted for using the equity method
We received an equity interest of 20% in Neurosterix US Holdings LLC as part of the Neurosterix Transaction executed on April 2,
2024 which has been accounted for as an investment using the equity method. The share of the net loss for the twelve-month period
ended December 31, 2025 amounted to CHF 4.0 million (CHF 2.2 million in 2024).
Net profit from discontinued operations
The net profit from discontinued operations primarily relates to the consideration received from the sale of a part of our business to
Neurosterix on April 2, 2024, partially offset by the operating costs of the discontinued activities incurred until April 2, 2024.
Total net profit / loss of the period
The total net loss amounted to CHF 6.7 million in 2025 compared to a net profit of CHF 7.1 million in 2024. The decrease of
CHF 13.8 million is primarily due to the consideration received in 2024 for the sale of a part of our business to Neurosterix. Basic and
diluted loss per share amounted to CHF 0.06 in 2025 compared to a basic and diluted profit per share of CHF 0.07 in 2024.
Balance sheet & cash flows
During the twelve-month period ended December 31, 2025, the cash and cash equivalents decreased by CHF 1.7 million primarily
due to the cash used in operating and investing activities for a combined amount of CHF 2.9 million partially offset by the sale of
treasury shares for a total amount of CHF 1.3 million.
Shares and shareholders’ information
At December 31, 2025, the Company had 218,654,496 (2024: 184,354,496) issued shares. Of the issued shares at December 31,
2025, 70,822,682 shares (at December 31, 2024: 56,061,527 shares) are held by Addex Pharma SA and recorded as treasury shares.
The closing share price was CHF 0.055 at December 31, 2025 compared to CHF 0.057 at December 31, 2024 and the market
capitalization was CHF 12.1 million compared to CHF 10.5 million, respectively.
2026 Outlook
We are focused on securing collaborative arrangements with strategic partners and investors to secure the capabilities and financial
resources to advance our portfolio of drug candidates.
Addex Therapeutics Annual Report 2025│Corporate Governance Report
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Corporate Governance Report
General information
Addex Therapeutics Ltd’s articles of association (the “Articles”), organizational rules (the “Organizational Rules”) and policies provide
the basis for the principles of Corporate Governance. These documents are available on Addex’s website at
https://www.addextherapeutics.com/en/investors/corporate-governance/. This report has been prepared in accordance with the SIX
Swiss Exchange Directive on Information Relating to Corporate Governance dated January 1, 2026.
1.
Group structure and shareholders
1.1. Group structure
1.1.1. Description of Addex’ operational group structure
Addex Therapeutics Ltd (“Addex” or the “Company”; CHE-113.514.094) is the holding and finance company of the Group. Addex
Pharma SA (CHE-109.561.624), based in Geneva, Switzerland, a 100% subsidiary of the Company, is in charge of research,
development, registration, commercialization, and holds the Group’s intellectual property. Addex Pharma SA, with registered office
at Chemin des Aulx 12, P.O. Box 68, CH-1228 Plan-les-Ouates, has a share capital of CHF 3,987,492 divided into 3,987,492
registered shares with a nominal value of CHF 1 each. Addex Pharma SA owns all the shares in Neurosterix SA, dormant company,
based at 9 chemin des Mines, 1202 Geneva with a share capital of CHF 100,000, paid up at CHF 50 000 and divided into 10,000,000
shares of CHF 0.01 each. Addex Pharmaceuticals France SAS, based in Archamps, France, with registered office at 72, Rue Georges
de Mestral, Athena 1, Archamps Technopole, 74160 Archamps, France, has a share capital of EUR 37,000 divided into 37,000
registered shares with a nominal value of EUR 1 each, fully-owned by the Company. Addex Pharmaceuticals Inc, a company
incorporated on May 29, 2019, registered in Delaware with its principal registered office at 1968 S Coast HWY #1915, Laguna Beach,
CA 92651, USA, has a share capital of USD 1 divided into 1,000 shares fully owned by the Company. The Company also owns 20%
of the share capital of the spin out company Neurosterix US Holdings LLC, USA (Note 22 of the consolidated financial statements
included in this Annual Report). Neurosterix US Holdings LLC directly owns all shares in Neurosterix Swiss Holdings AG, Switzerland
and indirectly Neurosterix Pharma Sàrl whose principal place of business is Chemin des Mines 9, CH 1202 Geneva, Switzerland.
1.1.2. Listed company
Addex has its registered office c/o Addex Pharma SA, Chemin des Aulx 12, P.O. Box 68, CH-1228 Plan-les-Ouates, 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. Since
January 29, 2020, its shares have been listed on the Nasdaq Stock Market (Nasdaq) under the symbol “ADXN” in the form of
American Depositary Shares (or ADSs). On October 23, 2023, we changed our ratio of ordinary shares to ADS from six to one
to the new ADS ratio of one hundred and twenty to one (the “ADS Ratio Change"). Except as otherwise indicated, all information
in this annual report reflects the ADS Ratio Change. As of December 31, 2025, Addex' market capitalization was approximately
CHF 12.1 million.
1.1.3. Non-listed company
For an overview of the operational non-listed consolidated entities please refer to section 1.1.1 above and page 69 in the section
financial statements of this Annual Report.
1.2. Significant shareholders
As far as can be ascertained from the information available, the following shareholders owned 3% or more of the Company’s voting
rights as at December 31, 2025, based on disclosure notifications published to SIX, or information otherwise available to the Company:
Shareholder
Shares held1
% of voting rights2
% of capital2
Addex Pharma SA3
70,822,682
32.39%
32.39%
Tim Dyer4
16,848,979
7.71%
7.71%
1 This table presents the number of shares held by the shareholders listed therein. The derivative holdings held by such shareholders are not included.
2 Based on the share capital registered in the commercial register as of December 31, 2025 (i.e. CHF 2,186,544.96 divided into 218,654,496 registered shares).
3 The number of treasury shares held by Addex Pharma SA, subsidiary fully owned by Addex Therapeutics Ltd, indicated above differs from the information published in the latest SIX
notification published on November 1, 2025 and is based on the information available to the Group as of December 31, 2025.
4The number of shares held by Tim Dyer above differs from the information published in the latest SIX notification published on August 8, 2024, and is based on the information available
to the Group as of December 31, 2025.
For a comprehensive list of notifications of shareholdings received during 2025 pursuant to article 120 of the Swiss Federal Act on
Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA) and its implementing ordinances,
refer to the SIX website (https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/).
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1.3. Cross-shareholdings
There are no cross-shareholdings in terms of capital shareholdings or voting rights in excess of 5%.
2.
Capital structure
There were 2,194 shareholders registered in the share register on December 31, 2025. The distribution of shareholdings is divided
as follows:
Number of shares
Number of registered
shareholders on December 31, 2025
1 to 100
180
101 to 1,000
618
1,001 to 10,000
787
10,001 to 100,000
478
100,001 to 1,000,000
121
1,000,001 to 10,000,000
8
Above 10,000,000
2
Total
2,194
The shareholder base on December 31, 2025 was constituted as follows:
Shareholder structure according to category of investors
(weighted by number of shares)
Private persons
36.50%
Institutional shareholders
1.81%
Treasury shares / ADSs held by the Group
32.39%
Holder of ADSs listed on Nasdaq not registered in the share register
7.87%
Non-identified
21.43%
Total
100.00%
Shareholder structure by country
(weighted by number of shares)
Switzerland
33.26%
United States
0.68%
Other countries
4.37%
Treasury shares / ADSs held by the Group
32.39%
Holder of ADSs listed on Nasdaq not registered in the share register
7.87%
Non-identified
21.43%
Total
100.00%
2.1. Capital
As of December 31, 2025, the share capital amounted to CHF 2,186,544.96 consisting of 218,654,496 issued shares with a nominal
value of CHF 0.01 per share. As of December 31, 2025, the Company, indirectly, held 70,822,682 of its own shares. These shares
are recorded as treasury shares.
2.2. Capital band and conditional capital
Capital band
As of December 31, 2025, and according to article 3b of the Articles, the Company has a capital band ranging from CHF 2,186,544.96
(lower limit) to CHF 2,765,317.44 (upper limit), authorizing the board of directors of the Company (the “Board” or the “Board of
Directors”) to increase the share capital within the capital band, once or several times and in any amounts, until June 27, 2029 or until
an earlier expiry of the capital range. The capital increase may be effected by issuing up to 57,877,248 fully paid-in registered shares
with a par value of CHF 0.01 each or by increasing the par value of the existing shares within the limit of the capital range. The capital
band does not authorize the Board to reduce the share capital beyond the current share capital. If the share capital increases as a
result of an increase from conditional capital pursuant to Article 3c A) and B), the Board shall increase the lower and upper limits of
the capital band accordingly.
In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares
shall be subject to the restrictions pursuant to Article 5 of the Articles.
In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the issue
price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried
forward into share capital), the date of issue, the conditions for the exercise of subscription rights and the beginning date for dividend
Addex Therapeutics Annual Report 2025│Corporate Governance Report
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entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a financial institution,
a syndicate of financial institutions or another third party and a subsequent offer of these shares to the existing shareholders of third
parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of
Directors is entitled to permit, to restrict or to exclude the trade of subscription rights. It may permit the expiration of subscription rights
that have not been duly exercised, or it may place such subscription rights or shares as to which subscription rights have been
granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company. In the event of a
share issue the Board of Directors shall be authorized to restrict or exclude the subscription rights of shareholders and allocate such
rights to third parties, the company or any of its Group companies:
-
If the issue price of the new shares is determined by reference to the market price; orfor raising equity capital in a fast and
flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable
conditions, without the exclusion of the advanced subscription rights of existing shareholders; or
-
for the acquisition of companies, part(s) of companies or participations, for the acquisition of products, intellectual property
or licenses by or for investment projects of the Company or any of its group companies, or for the financing or refinancing of
any of such transactions through a placement of shares; or
-
for the participation of directors and employees at all level of the Company and its group companies; or
-
for the issuance of shares for conversions under convertible debt instruments, bonds, loans and similar forms of financing
of the Company or of a subsidiary company, which are being issued for the purposes of investments or acquisitions; or
-
for the financing of research and clinical development programs and other strategic projects of the Company; or
-
for purposes of broadening the shareholder constituency of the Company in certain financial or investor markets, for
purposes of the participation of strategic partners including financial investors, or in connection with the listing of new shares
on domestic or foreign stock exchanges; or
-
for purposes of granting an over-allotment option (Greenshoe) of up to 20% of the total number of shares in a placement or
sale of shares to the respective initial purchaser(s) or underwriter(s).
Conditional share capital
As of December 31, 2025 and according to article 3c(A) of the Articles, the share capital of the Company may be increased by a
maximum aggregate amount of CHF 413,349.92 through the issuance of a maximum of 41,334,992 registered shares, which shall
be fully paid-in, with a par value of CHF 0.01 per share by the exercise of option rights or subscription rights attached to bons de
jouissance which the employees, directors, contractors 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.
According to article 3c(B) of the Articles, the share capital of the Company may be increased by a maximum aggregate amount of
CHF 508,422.56 through the issuance of a maximum of 50,842,256 registered shares, which shall be fully paid-in, with a par value
of CHF 0.01 per share by the exercise of option and/or conversion rights which are granted to shareholders of the Company and/or
in connection with the issue of convertible debt instruments ,bonds, loans, options, warrants or similar obligations or other financial
instruments by the Company or another group company. In the case of such grants of option and/or conversion rights, the advanced
subscription 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. The Board of Directors shall be authorized to restrict or exclude the advanced subscription rights of
shareholders :
- if the debt or other financial instruments and/or conversion rights or warrants are issued for the purpose of financing or refinancing
of the acquisition of enterprises, parts of an enterprise, or participations or new investments; or
- if such debt or other financial instruments and/or conversion rights or warrants 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; or
- if such debt or other financial instruments and/or conversion rights or warrants are issued for raising capital in a fast and flexible
manner, which would not be achieved without the exclusion of the advanced subscription rights of the existing shareholders. If the
advance subscription rights are excluded by the Board of Directors, 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 10-year period, in each case from the date of the respective issuance.
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2.3. Changes in capital
Nominal share capital (rounded)
December 31, 2023(1)
CHF 1,782,345
December 31, 2024
CHF 1,843,545
December 31, 2025
CHF 2,186,545
(1) The Company's nominal share capital effectively registered in the commercial register as of December 31, 2023 (i.e, CHF 1,782,345) did not account for the share
capital increase by CHF 61,200 through the issuance of 6,120,000 registered shares with a nominal value of CHF 0.01 each out of its conditional share capital during
the period between December 12, 2023 to December 31, 2023 following the exercise of pre-funded warrants by one investor. Given that the registration of such a share
capital increase with the commercial register (made on February 20, 2024) is only declatory in nature, the Company’s effective nominal share capital as of December
31, 2023 was CHF 1,843,545.
Conditional share capital (rounded)
December 31, 2023(2)
CHF 891,173
December 31, 2024
CHF 921,772
December 31, 2025
CHF 921,772
(2)
The Company’s conditional share capital provided for in the Articles registered in the Commercial register as of December 31, 2023 (ie CHF 891,173) did not account for the
share capital increase by CHF 61,200 through the issuance of 6,120,000 registered shares with a nominal value of CHF 0.01 each out of its conditional share capital during the
period between December 12, 2023 to December 31, 2023, following the exercise of pre-funded warrants by one investor. The Company’s effectively remaining conditional
share capital as of December 31, 2023 was CHF 829,973. The updated Articles were registered in the commercial register on February 20, 2024.
Capital band (rounded) (3)
December 31, 2023
CHF 891,173
December 31, 2024
CHF 921,772
December 31, 2025
CHF 578,772
(3)
Reference is made to the range of the capital band as stated in the Articles registered in the commercial on the relevant date.
Changes in capital in 2023
As of December 31, 2023, following the issuance of 6,120,000 new registered shares at a nominal value of CHF 0.01 each
from its conditional share capital following the exercise of pre-funded warrants by one investor during the period between
December 12, 2023 to December 31, 2023, the Company's share capital increased by CHF 61,200, from CHF 1,782,344.96 to
CHF 1,843,544.96. Accordingly, the conditional share capital decreased to CHF 829,972.48. The new nominal share capital
and conditional share capital, as well as the corresponding increase of the lower limit of the capital band to CHF 1,843,544.96
and of the upper limit of the capital band to CHF 2,734,717.44, have been registered in the commercial register on February
20, 2024 in accordance with Swiss corporate law.
On December 19, 2023, the shareholders resolved to increase (i) the upper limit of its capital band from CHF 2,030,086.51 to
CHF 2,673,517.44, allowing the Board to increase the share capital within a range from CHF 1,782,344.96 (lower limit) to
CHF 2,673,517.44 (upper limit) until December 18, 2028 or until an earlier expiry of the capital range, by issuing up to
89,117,248 fully paid-in registered shares with a par value of CHF 0.01 each or by increasing the par value of the existing
shares within the limit of the capital range and (ii) the conditional share capital from CHF 276,879.70 to CHF 891,172.48. Such
resolution was registered in the commercial register on December 22, 2023.
On December 13, 2023, the Company (i) increased its share capital by CHF 153,000 through the issuance of 15,300,000 new
registered shares at a nominal value of CHF 0.01 each from its capital band to its fully owned subsidiary, Addex Pharma SA and
(ii) registered in the commercial register a total of 29,986,185 new registered shares at a nominal value of CHF 0.01 each issued
from its conditional share capital of which 17,458,950 new registered shares were issued following the exercise of pre-funded
warrants by one investor and 12,527,235 new registered shares were issued following the exercise of equity incentive units by
Board Members, Executive Managers and employees. As a consequence, a nominal share capital increase by an aggregate
amount of CHF 452,861.85, from CHF 1,329,483.11 to CHF 1,782,344.96, has been registered in the commercial register, the
conditional share capital has been reduced by CHF 299,861.85, the lower limit of the capital band has been adjusted to
CHF 1,782,344.96 and the upper limit of the capital band has been adjusted to CHF 2,030,086.51.
On June 14, 2023, the Company increased its share capital by CHF 176,000, from CHF 1,153,483.11 to CHF 1,329,483.11,
through the issuance of 17,600,000 new registered shares at a nominal value of CHF 0.01 each from its capital band to its fully
owned subsidiary, Addex Pharma SA. As a consequence, the lower limit of the capital band has been adjusted to
CHF 1,329,483.11.
On May 31, 2023, the shareholders resolved to (i) replace the authorized capital with a capital band, as introduced under the
new Swiss corporate law, through the adoption of a new article 3b in the Articles, thereby allowing the Board to increase the
share capital within a range from CHF 1,153,483.11 (lower limit) to CHF 1,730,224.66 (upper limit) at any time until May 30,
2028 or until an earlier expiry of the capital range, by issuing up to 57,674,155 fully paid-in registered shares at a nominal value
of CHF 0.01 each and (ii) increase the conditional capital from CHF 151,975.93 to CHF 576,741.55. Such resolution was
registered in the commercial register on June 5, 2023.
Changes in capital in 2024
On June 28,2024, the shareholders resolved to increase (i) the upper limit of the capital band allowing the Board to increase the
share capital within a range from CHF 1,843,544.96 (lower limit) to CHF 2,765,317.44 (upper limit) at any time until June 27,2029
Addex Therapeutics Annual Report 2025│Corporate Governance Report
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or until an earlier expiry of the capital range, by issuing up to 92,177,248 registered shares at a nominal value of CHF 0.01 each,
and (ii) the conditional capital from CHF 829,972.48 to CHF 921,772.48. Such resolution was registered in the commercial register
on July 16, 2024.
On February 20, 2024, in accordance with Swiss law, the Company registered in the commercial register 6,120,000 new shares
issued out of the conditional capital from December 12, 2023 to December 31, 2023 following the exercise of prefunded warrants
granted to one institutional investor on April 3, 2023. Thus, the conditional share capital decreased to CHF 829,972.48, the lower
limit of the capital band increased to CHF 1,843,544.96 and the upper limit of the capital band increased to CHF 2,734,717.44.
Changes in capital in 2025
On October 28, 2025, the Company increased its share capital by CHF 343,000, from CHF 1,843,544.96 to CHF 2,186,544.96,
through the issuance of 34,300,000 new registered shares at a nominal value of CHF 0.01 each from its capital band to its fully
owned subsidiary, Addex Pharma SA. As a consequence, the lower limit of the capital band has been adjusted to
CHF 2,186,544.96.
For further information on changes in capital including changes in reserves, refer to the consolidated statements of changes in equity
as well as note 13 of the consolidated financial statements included in this Annual Report.
2.4. Shares and participation certificates
Addex has one class of shares, i.e. registered shares with a nominal value of CHF 0.01 per share. Each share is fully paid up and
carries one vote and equal dividend rights, with no privileges. The Company has no participation certificates (bons de participation /
Partizipationsscheine).
2.5. Dividend-right certificates
Equity sharing certificates are available for granting to employees and/or directors and/or consultants of the Company or any Group
company 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. The Company has 1,700 issued equity sharing
certificates (bons de jouissance/Genussscheine). 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 34 of the Articles. 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. As of December 31, 2025, no equity sharing certificate has been granted under
any equity incentive plan.
2.6. 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.
If following a transfer of shares a shareholder wishes to vote at or participate in a shareholders’ meeting, such shareholder must file
a share registration form in order to be registered in the share register with voting rights. Failing such registration, a shareholder may
not vote at or participate in a shareholders meeting. The shares in the form of American Depository Shares or ADSs are held by the
Bank of New York Mellon acting as depositary and voted at the shareholders’ meeting according to the instructions received from the
ADS holders.
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 makes a declaration that it has acquired the shares in its own name and for its own
account.
Article 5 of the Articles provides 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 discloses 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.There are no further rules in the Articles for granting exceptions and no exceptions
were granted in 2025. The Articles do not contain any provisions on the procedure and conditions for cancelling privileges and
limitations on transferability.
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2.7. Convertible bonds and options
As of December 31, 2025, the Company had no convertible or exchangeable bonds or loans outstanding. As of December 31, 2025,
the Company had a total of 66,508,150 equity instruments outstanding, divided into 58,551,386 warrants (the “Warrants”), and
7,956,764 shares reserved for the employee incentive plans (the “ESOP Shares”). The ESOP Shares are granted to non-executive
directors, members of the executive management, employees or consultants of the Group. They vest over a four-year period and
have a 1:1 subscription ratio, a ten-year expiration term and an exercise price between CHF 0.043 to CHF 3.00. For information on
equity incentive plans for non-executive directors, members of the executive management, employees and consultants, refer to note
14 of the audited consolidated financial statements included in our Annual Report on Form 20-F incorporated by reference into this
registration statement.
As of December 31, 2025, 55,809,720 Warrants have been granted to the same institutional investor (the “Institutional Investor”)
through three offerings, with each Warrant entitling the Institutional Investor to subscribe without any specific conditions one ADS
representing 120 registered shares : (i) 9,230,772 Warrants granted on December 21, 2021 with an initial exercise price of CHF 1.00
per share, initially expiring on December 21, 2027, (ii) 15,000,000 Warrants granted on July 26, 2022 with an initial exercise price of
CHF 0.30 per share, initially expiring on July 26, 2027, and (iii) 31,578,948 Warrants granted on April 5, 2023 with an initial exercise
price of CHF 0.15 per share, initially expiring on April 5, 2028. As part of the offering completed on April 5, 2023 with the Institutional
Investor, the exercise price of the Warrants granted on December 21, 2021 and July 26, 2022 were reduced to CHF 0.15 per share
and their exercise period was extended to April 5, 2028.
The remaining 2,741,666 Warrants were granted on June 17, 2025 and June 18, 2025 with an exercise price of CHF 0.06 and a 5-
year exercise period.
For information on equity incentive plans, refer to notes 13 and 14 of the consolidated financial statements included in this Annual
Report.
3.
Board of Directors
3.1. Members of the Board of Directors
The following table sets forth the name, year joined the Board, position and directorship term of each member of the Board, followed
by a short description of each member’s business experience, education and activities. Except for Tim Dyer and Roger Mills, all Board
members are non-executive and none of them were members of the management of the Company or one of its subsidiaries in the
three financial years before 2025 or has significant business connections with the Company or one of its subsidiaries.
Name
Year of birth
Nationality
First elected
Elected until
Board
Vincent Lawton
1949
UK
2009
2026
Chairman
Raymond Hill
1945
UK
2015
2026
Member
Tim Dyer
1968
Swiss/UK
2015
2026
Member
Roger Mills
1957
US/UK
2017
2026
Member
Jake Nunn
1970
US
2018
2026
Member
Isaac Manke
1977
US
2018
2026
Member
Vincent Lawton
Chairman of the Board of Directors
Professor Lawton 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 was Senior Strategy Adviser for Imperial College Department of Medicine, University of London and serves as a
consultant to a number of leading healthcare organizations. He is also a board member of Neurosterix. He studied Psychology at the
University of London and holds an undergraduate degree and PhD.
Raymond Hill
Member of the Board of Directors
Dr. Hill was previously a member of the Board of Directors from the Annual General Meetings of 2008 until 2012. Currently Visiting
Professor of Pharmacology at Imperial College in London, Chairman/Non-Executive Director of Avilex (Denmark) and member of the
SAB of Neurosterix (Switzerland), an allosteric modulator drug discovery and development company based on the former Addex
Technology platform of which Addex owns a 20% equity interest. Dr Hill was previously Chair of SAB Asceneuron (Switzerland) from
2014 to 2021 and was NED of Orexo AB (Sweden) from 2008 to 2019. Prior to his retirement, he was Executive Director, Licensing
and External Research at Merck/MSD in Europe (2002 - 2008); 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
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Maxalt® and Emend®. Dr. Hill received his academic training (BPharm PhD) at the University of London. He was awarded an Honorary
DSc by the University of Bradford in 2004 and was elected to Fellowship of the Academy of Medical Sciences in 2005. 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 (United Kingdom) as Group Director of
Pharmacology and in 1990 moved to Merck. He is a past Council Member of the UK Academy of Medical Sciences and President
Emeritus of the British Pharmacological Society. He is a Visiting Professor at the University of Bristol and was a member of the UK
Government Advisory Council on the Misuse of Drugs from 2010 to 2019. He continues to serve on the ACMD Working Group on the
Medicinal Uses of Cannabis and is a member of the drug misuse WG of Royal Pharmaceutical Society Science Committee.
Tim Dyer
Member of the Board of Directors and Chief Executive Officer
Tim Dyer is a seasoned life sciences executive with more than two decades of leadership experience spanning finance, corporate
development, and company building. Since co-founding Addex in 2002, Mr. Dyer has been instrumental in driving the Company’s
strategic growth and execution. Under his leadership, Addex successfully completed its IPO and Nasdaq listing, established key
industry partnerships, and advanced a robust pipeline of allosteric modulators targeting neurological disorders. Mr. Dyer also led the
spin-out of Neurosterix from Addex, serving as its CEO/CFO until May 2025. Earlier in his career, he spent ten years with
PricewaterhouseCoopers in the United Kingdom and Switzerland as part of the audit and business advisory group, advising
multinational clients including investment firms and companies active in the life sciences sector. In addition to his executive
responsibilities, Mr. Dyer serves as a Board Director of Addex spin out company, Neurosterix, Chairman of Stalicla SA, a clinical-stage
precision medicine company focused on neurodevelopmental disorders, and as a Board Director of Multiwave Technologies AG, an
innovator in medical imaging. Mr. Dyer is a UK Chartered Accountant and holds a BSc (Hons) in Biochemistry and Pharmacology from
the University of Southampton.
Roger Mills
Member of the Board of Directors and Chief Medical Officer
Dr. Mills brings more than 30 years of biopharmaceutical industry experience at both large global pharmaceutical companies and
smaller biotechnology companies, including Acadia Pharmaceuticals, Pfizer, Gilead Sciences, Abbott Laboratories and The Wellcome
Foundation, across a spectrum of disease areas. His extensive track record includes managing drug development programs, including
IND’s and NDAs as well as post-marketing and OTC products. Most recently, Dr. Mills was with Acadia Pharmaceuticals for nine
years, serving as Executive Vice President, Development and Chief Medical Officer. In this role, he oversaw the largest ever
international Phase 3 program in Parkinson’s Disease Psychosis and led its NDA submission to the FDA for NUPLAZID, which was
subsequently approved and remains the first and only medication approved in this indication. Dr. Mills currently serves as an Honorary
Professor at the University of Exeter, UK and is a Fellow of the Faculty of Pharmaceutical Medicine, a faculty of the three Royal
Colleges of Physicians of the UK. He is a member of the Board of Directors of Enterin Inc, a US biopharmaceutical company. He
received his medical degree from Imperial College, Charing Cross Hospital Medical School, London, United Kingdom.
Jake Nunn
Member of the Board of Directors
Mr. Nunn has more than 30 years of experience in the life science industry as an investor, independent director, research analyst and
investment banker. He is currently an independent advisor to life science companies and a partner at SR One Capital
Management. Mr. Nunn was previously a venture advisor at New Enterprise Associates, or NEA, where he was a partner from 2006
to 2018, focusing on later-stage specialty pharmaceuticals, biotechnology and medical device investments and managing a number
of NEA’s public investments in healthcare. Mr. Nunn is a Director of Zenas BioPharma, Inc. (Nasdaq: ZBIO). He previously was a
Director of Regulus Therapeutics (acquired by Novartis), Dermira Inc. (acquired by Eli Lilly), Hyperion Therapeutics (acquired by
Horizon Pharma PLC), TriVascular (acquired by Endologix), Aciex Therapeutics (acquired by Nicox SA), Transcept Pharmaceuticals
(merged with Paratek) and a board observer at Vertiflex, Inc. (acquired by Boston Scientific). Prior to NEA, Mr. Nunn worked at MPM
Capital as a Partner with the MPM BioEquities Fund, where he specialized in public, PIPE and mezzanine-stage life sciences
investing. Previously, he was a healthcare research analyst and portfolio manager at Franklin Templeton Investments. Mr. Nunn was
also an investment banker with Alex. Brown & Sons. He received an MBA from the Stanford Graduate School of Business and an AB
in Economics from Dartmouth College. Mr. Nunn holds the Chartered Financial Analyst designation, is a member of the CFA Society
of San Francisco, and recently completed the Stanford GSB Directors’ Consortium executive education program.
Isaac Manke
Member of the Board of Directors
Dr. Manke has more than 15 years of experience in the life science industry as an investor, research analyst, consultant and scientist.
For over 5 years, Dr Manke was a General Partner at Acorn Bioventures, where he focused on investing in small-cap public and
private biotechnology companies. Prior to Acorn, Isaac spent 11 years at New Leaf Venture Partners (NLV). In addition to private
venture investments, during his time at NLV, he also led the firm’s public investment activities initially with the public portfolio within
NLV-II, and from 2014 through 2019, had day-to-day management and oversight responsibility for the NLV Biopharma Opportunities
Funds. Dr Manke is a Director of Onkure therapeutics (Nasdaq : OKUR) and Q32 Bio (Nasdaq : QTTB) . Isaac has been a board
member or observer for several companies, including the boards of True North Therapeutics (acquired by Bioverativ) and Karos
Pharmaceuticals (acquired by an undisclosed company). Previously, Isaac was an Associate in the Global Biotechnology Equity
Research group at Sanford C. Bernstein. Isaac was also an Associate in the Biotechnology Equity Research group at Deutsche Bank
and was a Senior Analyst at Health Advances, a biopharmaceutical and medical device strategy consulting firm. Isaac received a
B.A. in Biology and a B.A. in Chemistry at Minnesota State University (Moorhead), and a Ph.D. in Biophysical Chemistry and Molecular
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Structure at the Massachusetts Institute of Technology, or MIT. Isaac’s discoveries led to several publications in top journals, including
Science and Cell, and were selected by Science as one of the “2003: Signaling Breakthroughs of the Year”. These discoveries also
resulted in four issued patents.
3.2. Other activities and vested interests
Apart from the information given above, none of the members of the Board has had other activities or holds any positions:
– in governing and supervisory bodies of important Swiss and foreign organizations, institutions and foundations under private and
public law;
– of permanent management and consultancy functions for important Swiss and foreign interest groups; or
– of official government functions and political posts.
3.3. Rules in the articles of incorporation regarding the number of permitted mandates outside the Company
Article 31 of the Articles provides certain restrictions to the number of mandates that members of the Board may have in the supreme
governing bodies of legal entities registered in the Swiss commercial register or similar foreign register as follows:
– no member of the Board may hold more than fourteen additional mandates of which no more than four mandates in listed entities;
– mandates in companies controlled by Addex or which control Addex are not subject to restrictions;
– mandates that are held by order and on behalf of Addex or companies under Addex control are restricted to ten; and
– 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 or same beneficial ownership are deemed to be one
mandate.
3.4. Elections and terms of office
In accordance with articles 15, 16 and 17 of the Articles:
– The Board shall consist of between one and eleven members. The Company currently has six Board members.
– In accordance with the Swiss Code of Obligations, members of the Board including the Chairman are appointed and removed
exclusively by shareholders’ resolution for a term of one year until completion of the next annual general meeting of shareholders.
– The members of the Board and the Chairman of the Board may be re-elected without limitation.
– If the office of the Chairman of the Board is vacant, the Board shall appoint a Chairman from among its members for a term of
office extending until completion of the next annual general meeting of shareholders.
– Subject to mandatory law and the provisions of these Articles, the Board determines its own internal organization and the
modalities for the passing of resolutions in its Organizational Rules.
3.5. Internal organization
Except for the election of the Chairman of the Board and the members of the Compensation Committee (which are to be elected by
the general meeting of shareholders), the Board determines the Company’s internal organization. It shall elect the members of the
Audit Committee and of the Nomination Committee and appoint a Secretary who does not need to be a member of the Board. The
committees may designate their own secretaries.
3.5.1. Allocation of tasks within the Board of Directors
The Articles and Organizational Rules define the Company’s internal organization and areas of responsibility of the Board, Chairman,
Chief Executive Officer ("CEO") and the Executive Management. In accordance with article 17 of the Articles, the Board may appoint
from amongst its members standing or ad hoc committees entrusted with the preparation and execution of its decisions or the
supervision of specific parts of business of the Company.
3.5.2. Committees of the Board of Directors
As of December 31, 2025, the Company had two committees: The Audit Committee and the Compensation Committee. These
Committees are assisting the Board in fulfilling its duties and also have decision authority to the extent described below.
The Board Committees as of December 31, 2025
Members of the
Board of Directors
Board of
Directors
Audit Committee
Compensation
Committee
Vincent Lawton
Chairman
Chairman
Member
Raymond Hill
Member
–
Chairman
Tim Dyer
Member
–
–
Roger Mills
Member
–
–
Jake Nunn
Member
Member
–
Isaac Manke
Member
Member
–
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Audit Committee
Members as of December 31, 2025: The Audit Committee consists of Vincent Lawton (Chairman Audit Committee), Jake Nunn and
Isaac Manke.
In accordance with the Organization Rules, the Audit Committee consists of up to three non-executive and independent Directors.
The members have to be financially literate.
Pursuant to the Organizational Rules, a "non-executive" Director is a Director who does not perform any line management function
within the Company; an "independent" Director is a non-executive Director and a Director who never was or was more than three
years ago a member of the Executive Management and who has no or comparatively minor business relations with the Company.
The members shall be appointed, as a rule, for the entire duration of their mandate as Board members and be re-eligible.
The Audit Committee assists the Board in fulfilling its duties of supervision of management. The Audit Committee has following powers
and duties:
– to review and assess the effectiveness of the statutory auditors and the group auditors, in particular their independence from the
Company. In connection therewith, it reviews in particular additional assignments given by the Company or its subsidiaries. It may
issue binding regulations or directives in connection with such additional assignments;
– to review and assess the scope and plan of the audit, the examination process and the results of the audit and to examine whether
the recommendations issued by the auditors have been implemented by management;
– to review the auditors' reports, to discuss their contents with the auditors and with the management;
– to approve the terms and conditions of the engagement of the auditors;
– to assess the risk assessment established by the management and the proposed measures to reduce risks;
– to assess the state of compliance with norms within the Company;
– to review in cooperation with the auditors, the CEO and Head of Finance whether the accounting principles and the financial
control mechanism of the Company and its subsidiaries are appropriate in view of the size and complexity of the Group;
– to review the annual and interim statutory and consolidated financial statements intended for publication. It should discuss these
with the CEO and the Head of Finance and, separately, with the head of external audit; and
– to make a proposal to the Board with respect to these annual and interim statutory and consolidated financial statements; the
responsibility for approving the annual financial statements remains with the Board.
Should an internal audit function be established, the Audit Committee would have the power and duties:
– to review the effectiveness of the internal audit function, its professional qualifications, resources and independence and its
cooperation with external audit;
– to approve the annual internal audit concept and the annual internal audit report, including the responses of the management
thereto;
The Audit Committee regularly reports to the Board on its decisions, assessments, findings and proposes appropriate actions.
Nomination Committee
In accordance with the Organization Rules, should the Board elect to constitute a Nomination Committee then the Nomination
Committee shall consist of up to three Directors, the majority of which shall be non-executive and independent. The Board did not
constitute a Nomination Committee in 2025.
Compensation Committee
Members as of December 31, 2025: Raymond Hill (Chairman Compensation Committee) and Vincent Lawton.
In accordance with the Organization Rules, the Compensation Committee consists of two non-executive and independent Directors.
Pursuant to the Organizational Rules, a "non-executive" Director is a Director who does not perform any line management function
within the Company; an "independent" Director is a non-executive Director and a Director who never was or was more than three
years ago a member of the Executive Management and who has no or comparatively minor business relations with the Company.
The members shall be appointed by the shareholder's meeting until the next ordinary general meeting of shareholders and be re-
eligible.
The Compensation Committee assists the Board in fulfilling its remuneration related matters. The Compensation Committee has the
following powers and duties:
– to review and assess on a regular basis the remuneration system of the Company and the Group (including the management
incentive plans) and to make proposals in connection thereto to the Board;
– to recommend the terms of employment, in particular the remuneration package, of the CEO and to make proposals in relation to
the remuneration of Directors;
– to recommend upon proposal of the CEO the terms of employment, in particular the remuneration package, of employees reporting
directly to the CEO as well as review matters related to the compensation of other top managers, as well as the general employee
compensation, benefit policies and HR practices of the Company; and
– to make recommendations on the grant of options or other securities under any management incentive plan of the Company.
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The Compensation Committee regularly reports to the Board on its decisions, assessments, findings and proposes appropriate
actions.
The Compensation Committee meets as often as business requires. The Compensation Committee held two meetings in 2025. The
first addressed the absence of bonuses to be paid in 2025. The second related to the fixed compensation of the Chief Executive
Officer, who has been remunerated by the Company since November 1, 2025 (see Compensation report of the Group).
3.5.3. Working methods of the Board of Directors and its committees
In 2025, the Board held four virtual meetings with average duration of half a day. In addition to formal Board meetings, the Board
holds additional ad hoc meetings or telephone conferences to discuss specific matters. The CEO and Chief Medical Officer (“CMO”)
are 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. The Board also
engages specific advisors to address specific matters when required.
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.
3.6. Definition of areas of responsibility
The Board is the ultimate corporate body of the Company. It further represents the Company towards third parties and shall manage
all matters which by law, Articles or Organizational Rules have not been delegated to another body of the Company.
In Accordance with article 19 of the Articles, 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. The following
responsibilities remain with the Board:
– the ultimate direction of the Company and the Group and the issuance of the necessary instructions;
– the determination of the organization of the Company, including the adoption and revision of the Organizational Rules;
– the organization of the accounting system, the financial control and the financial planning;
– the appointment, remuneration and dismissal of the CEO of the company and of managers directly reporting to the CEO, as well
as the determination of their signatory power;
– the ultimate supervision of the persons entrusted with management of the Company, specifically in view of their compliance with
the law, the Articles, the Organizational Rules and directives given from time to time by the Board;
– the preparation of the business report, the preparation for the meetings of shareholders and the implementation of the resolutions
adopted by the meeting of shareholders;
– the filing of a request for a debt restructuring moratorium and the notification of the judge if liabilities exceed assets;
– the preparation of the compensation report;
– the passing of resolutions regarding the supplementary contribution for shares not fully paid-in;
– the passing of resolutions concerning an increase in share 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 the capital increase;
– the non-delegable and inalienable duties and powers of the Board 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 (except for immaterial changes) to, any equity incentive plan, stock option
agreement, restricted stock purchase agreement, etc.;
– the decisions regarding entering into any financing arrangement in excess of CHF 2,000,000 including loan agreements, credit
lines, letters of credit or capitalized leases;
– the issuance of convertible debentures, debentures with option rights or other financial market instruments;
– the approval of the business strategy and the approval and adoption of the budget of the Company;
– decisions or actions in excess of CHF 1,000,000 which are not in accordance with the budget; 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 Code of Obligations.
Except for Vincent Lawton (Chairman) and Tim Dyer, who have single signature authority, the members of the Board have joint
signatory authority.
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3.7. Information and control instruments vis-à-vis the Executive Management
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 auditors held two meetings with the
Chairman during the 2025 audit process. 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.
4.
Executive Management
4.1. Members of the 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
Year of Birth
Position
Nationality
Member since
Tim Dyer
1968
Chief Executive Officer
Swiss / British
2002
Roger Mills
1957
Chief Medical Officer
USA / British
2016
Mikhail Kalinichev
1967
Head of Translational Science
French / British
2021
Lénaïc Teyssédou
1985
Head of Finance
French
2024
Tim Dyer
Chief Executive Officer – Refer to page 12
Roger Mills
Chief Medical Officer – Refer to page 12
Mikhail Kalinichev
Head of translational science
This is the second time Dr. Kalinichev is a part of Addex team, as previously, he spent 4 years in the company in several positions,
including Associate Director and Group Leader, Behavioral Neuroscience. Immediately before his second appointment at Addex, Dr.
Kalinichev spent 6 years as Director of in vivo neurology at Ipsen, France. In this role, he helped define the neuroscience therapeutic
strategy, led operational activities and initiated several industrial and academic collaborations in the area of neuromuscular disorders
and pain. Before Ipsen, he was a section head at Lundbeck, Denmark where he helped drive translational studies in schizophrenia,
cognitive impairment and pain. His first role in pharmaceutical industry was as a principal scientist at Psychiatry Center of Excellence
of GlaxoSmithKline, UK. Dr. Kalinichev’s post-doctoral training was at the Department of Pharmacology, Emory University School of
Medicine (USA). Dr. Kalinichev has been awarded several prestigious awards, including the Vernalis Prize of the British Association
for Psychopharmacology and the GlaxoSmithKline Exceptional Science Award. He is inventor on several patents and co-authored
more than 50 papers. Dr. Kalinichev earned his PhD in behavioural neuroscience at Rutgers University (USA).
Lénaïc Teyssédou
Head of finance
Mr. Teyssédou has worked as Head of finance of Addex since 2017 and has extensive experience in the financial management of
both private and public companies. Mr. Teyssédou is a French certified public accountant and worked in audit firms where he gained
valuable experience related to audit, due diligence, financial regulation and compliance across a diverse client portfolio of startups,
small and middle size companies. Mr Teyssédou also holds two master’s degrees in Finance and Management from EM Strasbourg
Business School, France.
Addex Therapeutics Annual Report 2025│Corporate Governance Report
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4.2. Other activities and vested interests
Apart from the information given above, none of the members of the Executive Management has had other activities or holds any
positions in:
– governing and supervisory bodies of important Swiss and foreign organizations, institutions and foundations under private and
public law;
– permanent management and consultancy functions for important Swiss and foreign interest groups; or
– official government functions and political posts.
4.3. Rules in the articles of association on the number of permitted mandates outside the Company
Article 31 of the Articles provide certain restrictions to the number of mandates that members of the Executive Management may
have in the supreme governing bodies of legal entities registered in the Swiss commercial register or similar foreign register as follows:
– no member of the Executive Management may hold more than five board of director mandates with no more than two mandates
in listed entities;
– mandates in companies controlled by Addex or which control Addex are not subject to restrictions;
– mandates that are held by order and on behalf of Addex or companies under Addex control are restricted to ten; and
– 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 or same beneficial ownership are deemed to be one
mandate.
4.4. Management contracts
There are no management contracts between the Group and third parties, except for the service agreement between Addex Pharma
SA and Neurosterix Pharma Sàrl (the “Service Agreement”), which was in force from April 2, 2024 to December 31, 2024, following
the Neurosterix transaction (see note 22 of the consolidated financial statements). As of January 1, 2025, the agreement was not
formally renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero
cost. Pursuant to the Service Agreement, the Head of Translational Science of the Group, employed by Neurosterix Pharma Sàrl
since April 2, 2024, dedicates a portion of his time to fulfill his executive functions for the Group at zero cost for the Group. Since
February 28, 2026, the Group has assumed responsibility for the rent of the administrative offices on its behalf following Neurosterix
relocation in other offices within Campus Biotech at Chemin des Mines 9, CH 1202 Geneva, Switzerland.
5.
Compensation, shareholdings and loans
5.1. Content and method of determining the compensation and the shareholding programs
Detailed information about content and method of determining compensation and shareholder programs of the members of the Board
and Executive Management is included in the Compensation Report of the Group. Information about shareholdings of the members
of the Board and Executive Management is included in note 16 of the statutory financial statements of the Company.
5.2. Disclosure of rules in the articles of incorporation regarding compensation of the Board of Directors and of the
Executive Management
For rules in the Articles regarding the approval of compensation by the meeting of shareholders, the supplementary amount for
changes in the Executive Management as well as the general compensation principles, please refer to articles 26–28 of the Articles.
For rules in the Articles regarding agreements with members of the Board and of the Executive Management in terms of duration and
termination, please refer to article 29 of the Articles. Article 30 of the Articles indicates the rules regarding credits and loans for the
members of the Board and of the Executive Management. No loans were granted in 2025 to current or former members of the Board,
to members of Executive Management or to persons closely linked to them and none were outstanding as of December 31, 2025
(other than the amounts reported under section "Deferred Strike Price Payment Obligations of the Board of Directors" and "Deferred
Strike Price Payment Obligations of the Executive Management" of the Compensation Report, respectively, which correspond to the
amounts owed by the Board Members and the members of the Executive Management, respectively, in relation to Deferred Strike
Price Payment Obligations, which may be assimilated to loans to be disclosed in this Compensation Report within the meaning of the
Swiss Code of Obligations). No payments (or waivers of claims) other than those set out under section "Compensation of the Board
of Directors in 2025 and 2024" and under section "Compensation to the Executive Management in 2025 and 2024" of the
Compensation Report were made to current or former Board members, members of the Executive Management or to persons closely
linked to them.
Persons closely linked to members of the Board are (i) their spouse, (ii) their children below age 18, (iii) any legal entities that they
own or otherwise control, (iv) any legal or natural person who is acting as their fiduciary or agent and (v) family trusts.
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6.
Shareholders’ participation rights
6.1. Voting rights restrictions and representation
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, subject further the restrictions on transferability set forth in article 5 of the Articles. No exceptions from
these restrictions were granted in 2025. 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 10 above and “Entries
in the share register” on page 19 below.
Article 13 of the Articles provides the basis for election of the independent proxy. The Articles do not contain any rules on the issue
of instructions to the independent proxy or on the electronic participation in the general meeting of shareholders. The Shareholders’
Meeting of June 24, 2025, re-elected Robert P. Briner as the independent proxy.
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.y
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:
– changes to the business purpose;
– the consolidation of shares;
– 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;
– the restriction or exclusion of pre-emptive rights of shareholders;
– the creation of a conditional capital or of a capital range;
– restrictions on the transferability of registered shares;
– the creation of shares with privileged voting rights;
– a change of the currency in which the share capital is denominated;
– the introduction of a casting vote for the Chairman at the general meeting;
– the introduction of a provision in the Articles allowing general meetings to be held abroad;
– the delisting of shares;
– a relocation of the registered office;
– the introduction of an arbitration clause in the Articles; and
– 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.
6.2. 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.
6.3. Convocation of the general meeting of shareholders
The shareholders’ meeting is the supreme body 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.
6.4. Inclusion of items on the agenda
Shareholders representing shares with a nominal value of at least CHF 1,000,000 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.
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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.
6.5. Entries 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 will be determined and communicated prior to the end of May 2026. Addex has not enacted any rules on the
granting of exceptions in relation to these deadlines. No exceptions were granted in 2025, and the Board does not anticipate granting
any exceptions related to the shareholders’ meeting to be held in 2026. For further information on registration in the share register,
please refer to section “Limitations on transferability of shares and nominee registration” on page 10.
7.
Changes of control and defense measures
7.1. Duty to make an offer
According to Swiss law, any person that acquires shares of a listed Swiss company, whether directly or indirectly or acting in concert
with third parties, which shares, when taken together with any other shares of such company held by such person (or such third
parties), exceed the threshold of 33 1/3% of the voting rights (whether exercisable or not) of such company, must make a takeover
bid to acquire all the other newly issued shares of such company. A company's articles of association may either eliminate this
obligation or may raise the relevant threshold to 49% ("opting-out" or "opting-up", respectively). The Company has neither an
«opting‑out» nor an «opting‑up» clause in its Articles; therefore, the statutory mandatory offer threshold applies.
7.2. Clauses on changes of control
Addex’ equity sharing certificate incentive plan, share option plan and staff retention deferred strike price payment plan contain 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 tender offer according to applicable stock exchange rules) all outstanding unvested share
options and subscription rights attached to equity sharing certificates, vest, and become exercisable with their remaining term being
reduced proportionally, and deferred strike price payment obligations and sales restrictions associated with the staff retention deferred
strike price payment plan are waived.
8.
Auditors
8.1. Duration of the mandate and term of office of the lead auditor
Pursuant to article 23 of the Articles and the Organization Rules, the auditor shall be elected every year and may be re-elected. The
statutory and group auditors of Addex Therapeutics is BDO AG, Switzerland since their election during the Annual General Meeting
held on June 9, 2020. Mr. Philipp Kegele acts as lead auditor of Addex since 2025. Mr. Christoph Tschumi was previously the lead
auditor from 2020 to 2024.
8.2. Auditing fees
In 2025, BDO AG charged the Group audit fees in the amount of CHF 289,000.
8.3. Additional fees
In 2025, BDO AG charged the Group additional fees of CHF 45,000 for services relating to operations on the capital and filings related
to the Nasdaq Stock Market.
8.4. Information instruments pertaining to the external audit
The Audit Committee as a committee of the Board reviews and evaluates the performance and independence of the auditor at least
once a year. Based on its review, the Audit Committee recommends to the Board, which external auditor should be proposed for
election at the general meeting of shareholders. The decision regarding the general meeting agenda is then taken by the Board.
When evaluating the performance and independence of the auditor, the Audit Committee puts special emphasis on criteria such as
global network of the audit firm, professional competence of the lead audit team, understanding of Addex' specific business risks,
personal independence of the lead auditor and independence of the audit firm as a company and coordination of the auditor with the
Audit Committee.
The Audit Committee determines the scope of the external audit and the relevant methodology to be applied to the external audit with
the auditors and discusses the results of the respective audits with the auditor. Representatives of the auditor are regularly invited to
meetings of the Audit Committee, to attend during those agenda points dealing with an accounting, financial reporting or auditing
matters.
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The Audit Committee assumes the task of supervising the auditors. The Audit Committee meets with external auditor at least once a
year to discuss the scope and the results of the audit and to assess the quality of their service. The auditor prepares a Board Report
addressed to the Chairman of the Board 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 2025, the Chairman of the Board or Audit Committee met with the auditors five times to discuss the financial situation of the Group,
the scope and the results of their 2024 year-end audit and their review of the interim reports relating to the published quarterly reports.
In 2026, the Audit Committee of the Board met with the auditors two times to discuss the financial situation of the Group, the scope
and the results of their 2025 year-end audit.
9.
Information policy
Addex is committed to an open and transparent communication with its shareholders, financial analysts, potential investors, the
media, customers, suppliers and other interested parties.
Addex publishes financial results in the form of an Annual Report and quarterly reports (Interim Reports). 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 Reports, usually published no later than two months after the closing
date, are 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. 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.The following table summarizes the scheduled financial calendar for the financial year
2026:
Expected Dates:
Event:
April 30, 2026
Publication of the annual 2025 report
April 30, 2026
Media conference annual 2025 report
Week of May 25, 2026
Publication of the Q1 2026 report
Week of June 15, 2026
Annual General Meeting
Week of August 24, 2026
Publication of the half-year 2026 report
Week of November 09, 2026
Publication of the Q3 2026 report
Our 2026 calendar is as well available on our website:
https://www.addextherapeutics.com/en/investors/events/
Details and information on the business activities, Company structure, financial reports, media releases and investor relations are
available on the Company's website:
https://www.addextherapeutics.com
The official means of publication of the Company is the Swiss Official Gazette of Commerce:
https://www.shab.ch
Web-links regarding the SIX push-/pull-regulations concerning ad hoc publicity issues are:
https://www.addextherapeutics.com/en/investors/ad-hoc-announcements-art-53-lr/
https://www.addextherapeutics.com/en/investors/register-email-news
The financial reports as well as shareholders meeting invitations and results are available under:
https://www.addextherapeutics.com/en/investors/financial-reports/
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.
Addex Therapeutics Annual Report 2025│Corporate Governance Report
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10. Quiet periods
For members of the Board, members of the Executive Management and employees directly reporting to them, including their
respective staff, trading in securities of Addex, including, but not limited to, shares of Addex, options or convertible bonds, or any
other financial instruments whose price is dependent to a degree of more than 25% on such securities of Addex (collectively the
Relevant Securities), is prohibited from trading in any Relevant Securities during the following regular restricted periods, regardless
of whether such member is in possession of insider information or not:
a)
the period starting two (2) weeks prior to the end of any half yearly reporting period of Addex and ending one (1) full trading
day following the respective public release of semi-annual results; nthe period starting two (2) weeks prior to the end of any
yearly reporting period of Addex and ending one (1) full trading day following the respective public release of annual results;
and
b)
the period starting two (2) weeks before any public earnings release of Addex and ending one (1) full trading day following
such public release; and
c)
the period starting four (4) weeks prior to the first public release of an offering memorandum for the issuance of Relevant
Securities and ending one (1) full trading day following such public release.
Members of the Board and the Executive Management and employees directly reporting to them may only deal in Relevant Securities
if they obtained clearance in advance from the Chief Financial Officer.
11. 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 Board Members, Executive Managers, 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.
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Compensation Report
Overview
This Compensation Report provides the information required by Articles 734 – 734f 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 (Amendment effective on December 2, 2025) and the Swiss Code of Best Practice for Corporate Governance (status
February 6, 2023).
Addex' Articles, Organization Rules and policies provided the basis for the principles of compensation.
Review and approval process
Subject to the powers of the general meeting of shareholders, the Board of Directors determines the compensation of its members
and of the Executive Management in accordance with the Company’s Compensation Policy, on the recommendation of the
Compensation Committee. The Compensation Committee is composed of two members of the Board of Directors who have been
individually elected by the general meeting of shareholders, for a term of one year, until the end of the next annual general meeting.
The Board of Directors elects the chairman of the Compensation Committee from the members of the Compensation Committee.
Members of the Compensation Committee are eligible for re-election indefinitely.
The Compensation Committee supports the Board of Directors in establishing and reviewing the Company’s compensation strategy,
guidelines and the performance targets. The Compensation Committee may also submit proposals to the Board of Directors in other
compensation-related issues. For a more detailed description of the Compensation Committee, please refer to section 3.5.2 of the
Corporate Governance Report on page 13.
The Compensation Committee meets as often as necessary to fulfil its role, and generally at least once a year. The Board of Directors
generally resolves on the recommendations of the Compensation Committee during the meeting of the Board of Directors which
immediately follows the meeting of the Compensation Committee during which a recommendation was made.
As a principle, the Chief Executive Officer (“CEO”) attends the meetings of the Compensation Committee and, provided he is also a
Board Member, attends and votes during the meetings of the Board of Directors where the compensation of the Board Members and
the compensation of the Executive Managers are discussed. However, discussions and decisions of the Board of Directors and of
the Compensation Committee regarding the compensation of the CEO are resolved in his absence. The other members of the
Executive Management do not attend the meetings of the Compensation Committee nor the parts of the meetings of the Board of
Directors, where the compensation of the Board Members or the compensation of the Executive Managers are discussed. Board
Members, who are not members of the Compensation Committee, do not attend the meetings of the Compensation Committee, but
take part in the meetings of the Board of Directors during which the compensation of the Board Members is discussed and the
compensation of the Executive Managers as well as the vote relating thereto.
In its review process the Compensation Committee 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 and business model, considering
the professional experience and areas of responsibility of the respective members of the Board of Directors and Executive Managers.
In order to assess the appropriateness of the Group’s compensation level and structure for the 2024 and 2025 business years, the
Compensation Committee (i) used a benchmarking study made for the Group in 2020 by a reputable, independent expert firm that
based its analysis on compensation data of Swiss and European listed companies from the biotech sector with a similar size and
stage of development to the Group (it being specified that such independent expert firm has not been awarded additional mandates
by the Company) and (ii) consulted recent relevant compensation surveys and benchmarking reports. Based on the detailed review
process of the Compensation Committee, 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. The Approval of those 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 non-executive Board members mostly includes variable elements whilst executive Board members are not
remunerated as board member. 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 the fair value of equity incentive units (share options and equity sharing certificates) and represents from 50% to 200% of fixed
annual compensation. In 2025, the Company has not granted equity incentive units to the Board members. 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. Equity
incentive units are granted to compensate for the dilutive effects of capital raising to ensure Board Members have sufficient unvested
Addex Therapeutics Annual Report 2025 │Compensation Report
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equity incentive units in accordance with external benchmarks. The most recent review of compensation for members of the Board
took place in November 2025. For further information on the compensation for members of the Board, please refer to the section
“Compensation of the Board in 2025" on page 24.
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 share
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. Company 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. Any changes in the fixed elements are made effective in January of the following year. The variable elements are based on
individual and company goals. The potential variable cash bonus is determined in the employment contract and in general is a
percentage of the base salary. Every year, the Board decides on the total amount of variable elements including the amount of cash
and equity incentive units to be granted for the previous year based on the achievement of Company and Individual goals. Equity
incentive units are granted based on the discretion of the Board of Directors. Variable cash compensation paid to Executive Managers
includes bonus and equity incentive units. During the year 2025, no variable compensation has been paid to Executive Managers in
order to monitor the costs. Mr. Dyer is remunerated for his role of Chief Executive Officer since November 1, 2025. Our Chief Medical
Officer (“CMO”), spends most of his time acting as Board member, therefore, he is only remunerated as a Board Member.
Executive Managers
Executive Managers may be rewarded with a cash bonus based on the achievement of the corporate goals. The target bonus depends
on the level of responsibility of the respective Executive Managers.
Equity incentive plans
The purpose of the Group’s share purchase, share option and equity sharing certificate programs (refer to note 14 of the consolidated
financial statements) is to provide members of the Board of Directors, Executive Management, employees and certain consultants
(together “Staff”) 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 Group, enhancing the value of the
shares for the benefit of the shareholders of the Group and increasing the ability of the Group to attract and retain individuals of
exceptional skills. In addition, these plans provide the Group with a mechanism to engage services for non-cash consideration by
settling them through a transfer of treasury shares under the share purchase plan based on predefined terms of the consulting
contract. The grant of any share option or equity sharing certificate is at the discretion 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 (for further information on the detail
and composition of the benchmark please refer to the paragraph review and approval process above). 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. In addition, the Group has implemented a staff retention plan which includes a deferred strike price payment plan
(“DSPPP”) encouraging Board Members, Executive Managers and employees to exercise their share options or equity sharing
certificates and become shareholders of the Company by allowing deferral of the obligation to pay the strike price on exercise
("Deferred Strike Price Payment Obligations").
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 2025.
Compensation for the financial year under review (audited)
Measurement basis for compensation
The measurement basis for each component of compensation is described below:
Fixed cash compensation, variable cash compensation and shares acquired under the share purchase plan: accrual basis;
Equity incentive units: fair value at the grant date in accordance with IFRS 2 valuation methodology; and
Employers’ social security: accrual basis except for equity incentive units where the notional amount is calculated based on the
fair value at grant date.
In accordance with Article 734e of the Swiss Code of Obligations, information on other board mandates held by members of the Board
of Directors is disclosed in the Corporate Governance section on page 11 and 12 of this Annual Report.
Addex Therapeutics Annual Report 2025 │Compensation Report
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Compensation of the Board of Directors in 2025 and 2024
2025
Fixed
Variable compensation
CHF
cash
compensation
cash
attendance
number of
equity
incentive
units (1)
value of
equity
incentive
units (1)
Total
2025
Vincent Lawton, chairman……………….
29,015
29,015
-
-
58,030
Raymond Hill, member………………......
18,017
18,017
-
-
36,034
Tim Dyer, member………...……………..
-
-
-
-
-
Roger Mills, member (2) ……….………..
12,825
12,825
-
-
25,650
Jake Nunn, member………………...…...
16,355
16,355
-
-
32,710
Isaac Manke, member…………...……....
16,355
16,355
-
-
32,710
Total…………………………………….....
92,567
92,567
-
-
185,134
(1)
In 2025, the Company has not granted any equity incentive units (Refer to note 14 of the consolidated financial statements).
Equity incentive units include share options granted during the year under the Company’s share option plan (Refer to note 14 of the consolidated financial statements).
(2) Roger Mills has only been remunerated as Board Member in 2025 as he spent most of his time acting as Board Member and not as Chief Medical Officer.
2024
Fixed
Variable compensation
CHF
cash
compensation
cash
attendance
number of
equity
incentive
units (1)
value of
equity
incentive
units (2)
Total
2024
Vincent Lawton, chairman..……………...
29,022
29,022
501,598
18,813
76,857
Raymond Hill, member…………………..
18,018
18,018
273,107
10,243
46,279
Tim Dyer, member………...……………..
-
-
-
-
-
Roger Mills, member (3) ……….………...
12,937
12,937
50,000
1,875
27,749
Jake Nunn, member………………...…...
16,361
16,361
50,000
1,875
34,597
Isaac Manke, member…………...………
16,361
16,361
50,000
1,875
34,597
Total……………………………………….
92,699
92,699
924,705
34,681
220,079
(1)
Equity incentive units include share options granted during the year under the Company’s share option plan (Refer to note 14 of the consolidated financial statements).
(2)
The value of the equity incentive units include the fair value of the share options granted during the year under the Company’s share option plan (Refer to note 14 of the consolidated financial
statements).
(3)
Roger Mills has only been remunerated as Board Member in 2024 as he spent most of his time acting as Board Member and not as Chief Medical Officer.
Deferred Strike Price Payment Obligations of the Board of Directors
CHF
December 31,
2025
December 31,
2024
Vincent Lawton, chairman..……………...
235,219
235,219
Raymond Hill, member…………………..
128,106
128,106
Tim Dyer, member………...……………..
-
-
Roger Mills, member …………………….
46,719
46,719
Jake Nunn, member………………...…...
20,598
20,598
Isaac Manke, member…………...………
20,598
20,598
Total (1)……………………………………………………….
451,239
451,239
(1) The amounts reported in this table correspond to the amounts owed by members of the Board of Directors in relation to Deferred Strike Price Payment Obligations (see note 14), which may be
assimilated to loans to be disclosed in this Compensation report within the meaning of the Swiss Code of Obligations.
Compensation to the Executive Management in 2025 and 2024
2025
Fixed
Variable compensation
CHF
Cash
compensation
Cash (1)
Number of
equity
incentive
units (2)
Value of
equity
incentive
units (2)
Total
2025
Total Executive Management (1)…….
289,433
289,433
-
-
289,433
(1)Two Executive Managers have been paid for their role role in Addex Therapeutics in 2025. The highest paid member of the Executive Management was Lénaïc Teyssédou for his role of Head of
Finance and received a fixed cash compensation of CHF 206,196. Tim Dyer was remunerated for his role of Chief Executive Officer since November 1, 2025.
(2) No variable compensation and/or equity incentive units were granted in 2025.
Addex Therapeutics Annual Report 2025 │Compensation Report
Page 25 of 79
2024
Fixed
Variable compensation
CHF
cash
compensation
Cash (2)
number of
equity
incentive
units (3)
value of
equity
incentive
units (4)
Total
2024
Total Executive Management (1)….…...
478,105
343,840
4,920,964
192,377
1,014,322
(1) On April 2, 2024, the Group transferred a part of its business to Neurosterix Group (see note 22 of the consolidated financial statements). As part of this transaction, all the Executive Managers
have been transferred to Neurosterix Group and a service agreement was concluded between Addex Pharma SA and Neurosterix Pharma Sàrl allowing our CEO, Mr. Tim Dyer, and our Head of
Translational Science, Mr Mikhail Kalinichev, to continue to work for Addex at zero cost for the Group. Mr Teyssédou Lénaïc has been promoted as Executive Manager on April 2, 2024. In 2024, the
highest paid member of the Executive Management remained our CEO, Tim Dyer, who received CHF 115,698 of fixed cash compensation, CHF 168,000 of variable cash compensation and 3,369,796
equity incentive units from January 1, 2024 to April 2, 2024. The fair value of equity incentive units including accrued social charges amounted to CHF 133,089 (see note 14).
(2) Variable compensation in cash relates to bonuses paid to Executive Managers.
(3) Equity incentive units include share options granted during the year under the Company’s share option plan.
(4) The value of equity incentive units relates to the fair value of share options granted during the year under the Company’s share option plan (Refer to note 14 of the consolidated financial statements).
Deferred Strike Price Payment Obligations of the Executive Management
CHF
December 31,
2025
December 31,
2024
Total Executive Management (1)………….
1,552,872
1,552,872
(1) The amounts reported in this table correspond to the amounts owed by Executive Managers at balance sheet date in relation to Deferred Strike Price Payment Obligations (see note 14), which
may be assimilated to loans to be disclosed in this Compensation Report within the meaning of the Swiss Federal Code of Obligations. The highest Deferred Strike Price Payment Obligation was
attributable to our CEO Tim Dyer and amounted to CHF 1,524,093 as of December 31, 2025 and December 31, 2024.
Addex’s shares held by members of the Board of Directors and Executive Management
December 31, 2025
Number of Addex’s
Shares
December 31, 2024
Number of Addex’s
Shares
Tim Dyer, Chief Executive Officer……………………………
16,848,979
16,848,979
Vincent Lawton, Chairman………………............................
2,507,987
2,507,987
Raymond Hill……..………………………….........................
1,365,532
1,365,532
Roger Mills, Chief Medical Officer………….........................
185,976
785,976
Mikhail Kalinichev, Head of translational science ………….
306,765
306,765
Jake Nunn……………………………………………………...
219,561
219,561
Isaac Manke…………………………………………………...
219,561
219,561
Total……………………………………………………………
22,254,361
22,254,361
Addex’ share options held by Members of the Board and Executive Management
December 31, 2025
Number of
vested equity
incentive units
Number of
unvested equity
incentive units
Total number of
equity incentive
units
Tim Dyer, Chief Executive Officer…………………………...
3,369,796
-
3,369,796
Lénaïc Teyssédou, Head of Finance………………………..
442,533
160,375
602,908
Vincent Lawton, Chairman………………............................
229,899
271,699
501,598
Raymond Hill……..………………………….........................
125,174
147,933
273,107
Mikhail Kalinichev, Head of translational science …………
200,000
-
200,000
Roger Mills, Chief Medical Officer…………........................
22,917
27,083
50,000
Jake Nunn……………………………………………………..
22,917
27,083
50,000
Isaac Manke…………………………………………………..
22,917
27,083
50,000
Total……………………………………………………………
4,436,153
661,256
5,097,409
Addex Therapeutics Annual Report 2025 │Compensation Report
Page 26 of 79
December 31, 2024
Number of
vested equity
incentive units
Number of
unvested equity
incentive units
Total number of
equity incentive
units
Tim Dyer, Chief Executive Officer…………………………...
3,369,796
-
3,369,796
Lénaïc Teyssédou, Head of Finance………………………..
340,278
262,630
602,908
Vincent Lawton, Chairman………………............................
122,995
378,603
501,598
Raymond Hill……..………………………….........................
66,967
206,140
273,107
Mikhail Kalinichev, Head of translational science …………
200,000
-
200,000
Roger Mills, Chief Medical Officer…………........................
12,260
37,740
50,000
Jake Nunn……………………………………………………..
12,260
37,740
50,000
Isaac Manke…………………………………………………..
12,260
37,740
50,000
Total……………………………………………………………
4,136,816
960,593
5,097,409
Addex Therapeutics Annual Report 2025 │Compensation Report
Page 27 of 79
STATUTORY AUDITOR’S REPORT
To the general meeting of Addex Therapeutics Ltd, Plan-les-Ouates
Report on the Audit of the Compensation Report according to Art. 734a-734f CO
Opinion
We have audited the compensation report of Addex Therapeutics Ltd (the Company) for the year ended 31 December
2025. The audit was limited to the information pursuant to Art. 734a–734f of the Swiss Code of Obligations (CO) in
the tables marked “audited” on pages 23 to 26 of the compensation report.
In our opinion, the information pursuant to Art. 734a–734f CO in the accompanying compensation report complies
with Swiss law and the Company’s articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities
under those provisions and standards are further described in the “Auditor’s Responsibility for the Audit of the
Compensation Report” section of our report. We are independent of the Company in accordance with the provisions
of Swiss law and the requirements of the Swiss audit profession, applicable to financial audits of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the tables marked “audited” in the compensation report, the
consolidated financial statements, the stand-alone financial statements and our auditor's reports theron.
Our opinion on the compensation report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the compensation report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the audited financial information in
the compensation report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the Compensation Report
The Board of Directors is responsible for the preparation of a compensation report in accordance with the provisions
of Swiss law and the Company’s articles of incorporation, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of a compensation report that is free from material misstatement,
whether due to fraud or error. It is also responsible for designing the compensation system and defining individual
compensation packages.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms.
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Compensation Report
Page 28 of 79
Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a–734f CO is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of this compensation report.
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement in the compensation report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit 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
Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Geneva, 30 April 2026
BDO Ltd
Philipp Kegele
Licensed Audit Expert
Auditor in Charge
Nigel Le Masurier
Licensed Audit Expert
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms.
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 29 of 79
Consolidated Financial Statements of Addex
Therapeutics Ltd as at December 31, 2025
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 30 of 79
Consolidated Balance Sheets
as at December 31, 2025 and December 31, 2024
The accompanying notes form an integral part of these consolidated financial statements.
Notes
December 31,
2025
December 31,
2024
ASSETS
Amounts in Swiss francs
Current assets
Cash and cash equivalents………………………………..……………........
6
1,638,612
3,341,738
Other financial assets………………………………………………………....
7/13
5,130
6,496
Trade and other receivables…………………………….……………………
7
20,087
15,513
Prepayments …………………….……...…………………….………………
7
16,295
169,649
Other short-term assets……………………………………………………...
7
-
7,967
Total current assets…………………………………………………………
1,680,124
3,541,363
Non-current assets
Right-of-use assets…………..……………………………………………….
8
33,530
41,578
Intangible assets………………………………………………………………
10
-
-
Equipment………………………………………………………………….
9
707
1,131
Non-current financial assets………………………………………………….
11
7,086
7,089
Investment accounted for using the equity method………………………...
23
3,847,796
7,087,142
Financial assets at fair value through other comprehensive income……
24
285,962
-
Derivative financial instrument……………………………………………….
25
509,067
-
Total non-current assets…………………………………………………...
4,684,148
7,136,940
Total assets…………………………………………...................................
6,364,272
10,678,303
LIABILITIES AND EQUITY
Current liabilities
Current lease liabilities………………………………………………………..
3.2
7,680
7,306
Payables and accruals………………………………………………………..
12
1,191,284
794,787
Total current liabilities……………………………………………………...
1,198,964
802,093
Non-current liabilities
Non-current lease liabilities…………………………………………………..
3.2
27,008
34,688
Retirement benefits obligations……………………………………………...
20
371,608
164,251
Total non-current liabilities………………………...................................
398,616
198,939
Equity
Share capital……………………………………………………………..........
13
2,186,545
1,843,545
Share premium……………………………………………………………......
13
267,308,174
266,382,670
Other equity……………………………………………………………………
13
64,620,223
64,620,223
Treasury shares reserve……………………………………………………...
13
(1,014,980)
(869,708)
Other reserves……..………………………………………………………….
31,757,431
31,062,996
Accumulated deficit…………………………………………………………...
(360,090,701)
(353,362,455)
Total equity……………………………………………….............................
4,766,692
9,677,271
Total liabilities and equity………………………..……….........................
6,364,272
10,678,303
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 31 of 79
Consolidated Statements of Profit or Loss
for the years ended December 31, 2025 and 2024
Notes
December 31,
2025
December 31,
2024
Amounts in Swiss francs
Revenue from contract with customer………………………………….
15
29,972
404,102
Other income………………………………………………………………..
16
142,888
5,940
Operating costs
Research and development...……………………………………..............
(671,651)
(854,305)
General and administration….……………………………………………...
(2,315,807)
(2,310,970)
Total operating costs…………………………………….........................
17
(2,987,458)
(3,165,275)
Operating loss……………………………………………………..............
(2,814,598)
(2,755,233)
Finance income………………………………………………………………
-
26,595
Finance expense…………………………………………………………….
(15,547)
(3,547)
Finance result…………………………………….....................................
21
(15,547)
23,048
Share of net loss of investments accounted for using the equity
method…................................................................................................
23
(4,012,443)
(2,177,157)
Net loss before tax from continuing operations……………………...
(6,842,588)
(4,909,342)
Income tax expense…………………..……...……………………………...
19
-
-
Net loss from continuing operations……...……………………………
(6,842,588)
(4,909,342)
Net profit from discontinued operations (attributable to equity holders of
the Group)…………………………………………………………………….
22
114,342
11,965,129
Net profit / (loss) for the period…………………………………………...
(6,728,246)
7,055,787
Basic and diluted profit / (loss) per share for profit / (loss)
attributable
to
the
ordinary
equity
holders
of
the
Company…………………………………………………………………….
26
(0.06)
0.07
From continuing operations……...…………………………………………
(0.06)
(0.05)
From discontinued operations………………………………………………
-
0.12
The accompanying notes form an integral part of these consolidated financial statements.
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 32 of 79
Consolidated Statements of Comprehensive Profit or Loss
for the years ended December 31, 2025 and 2024
Notes
December 31,
2025
December 31,
2024
Amounts in Swiss francs
Net profit / (loss) for the period…………………………………………...
(6,728,246)
7,055,787
Other comprehensive income / (loss)………………………………….
Items that will never be reclassified to profit and loss:
Share of other comprehensive loss of investments accounted for using
the equity method……………………………………………………………
23
773,097
(164,101)
Remeasurements of retirement benefits obligation related to continuing
operations…………………………………………………………………….
20
(214,577)
(202,389)
Remeasurements of retirement benefits obligation related to
discontinued operations…………………………………………………….
20
-
(47,348)
Items that may be classified subsequently to profit or loss:
Exchange difference on translation of foreign operations……………….
(514)
985
Other comprehensive income / (loss) for the period, net of tax…..
558,006
(412,853)
Total comprehensive profit / (loss) for the period............................
(6,170,240)
6,642,934
From continuing operations……...…………………………………………
(6,284,582)
(5,274,847)
From discontinued operations………………………………………………
114,342
11,917,781
The accompanying notes form an integral part of these consolidated financial statements.
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 33 of 79
Consolidated Statements of Changes in Equity
for the years ended December 31, 2025 and 2024 (1/2)
Notes
Share Capital
Share
Premium
Other Equity
Treasury
Shares
Reserve
Foreign
Currency
Translation
Reserve
Other
Reserves
Accumulated
Deficit
Total
Balance as of January
1, 2024….....................
1,843,545
266,194,689
64,620,223
(909,566)
(659,870)
30,474,686
(360,418,242)
1,145,465
Net profit for the year….
-
-
-
-
-
-
7,055,787
7,055,787
Other comprehensive
loss for the year….…
-
-
-
-
985
(413,838)
-
(412,853)
Total comprehensive
profit for the year.........
-
-
-
-
985
(413,838)
7,055,787
6,642,934
Cost of treasury shares
issuance………………...
-
(7,037)
-
-
-
-
-
(7,037)
Cost of pre-funded
warrants exercised ……
-
(4,259)
-
-
-
-
-
(4,259)
Value of share-based
services.............………..
14
-
-
-
-
-
1,661,033
-
1,661,033
Movement in treasury
shares:
13
Sale of treasury
shares…………………...
-
204,750
-
30,507
-
-
-
235,257
Costs related to the sale
of treasury shares……...
-
(1,764)
-
-
-
-
-
(1,764)
Net sales under liquidity
agreement………………
-
(3,709)
-
9,351
-
-
-
5,642
Balance as of
December 31, 2024…...
1,843,545
266,382,670
64,620,223
(869,708)
(658,885)
31,721,881
(353,362,455)
9,677,271
The accompanying notes form an integral part of these consolidated financial statements.
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 34 of 79
Consolidated Statements of Changes in Equity
for the years ended December 31, 2025 and 2024 (2/2)
Notes
Share Capital
Share
Premium
Other Equity
Treasury
Shares
Reserve
Foreign
Currency
Translation
Reserve
Other
Reserves
Accumulated
Deficit
Total
Balance as of January
1, 2025….......................
1,843,545
266,382,670
64,620,223
(869,708)
(658,885)
31,721,881
(353,362,455)
9,677,271
Net loss for the year…...
-
-
-
-
-
-
(6,728,246)
(6,728,246)
Other comprehensive
loss for the year….…….
-
-
-
-
(514)
558,520
-
558,006
Total comprehensive
loss for the year...........
-
-
-
--
(514)
558,520
(6,728,246)
(6,170,240)
Issue of treasury
shares…………………...
13
343,000
-
-
(343,000)
-
-
-
-
Cost of treasury shares
issuance………………...
-
(11,042)
-
-
-
-
-
(11,042)
Value of
warrants ……………….
13
-
(65,609)
-
-
-
65,609
-
-
Value of share-based
services.............………..
14
-
-
-
-
-
70,820
-
70,820
Movement in treasury
shares:
13
Sale of treasury
shares…………………...
-
1,033,978
-
196,126
-
-
-
1,230,104
Costs related to the sale
of treasury shares…….
-
(28,850)
-
-
-
-
-
(28,850)
Net sales under liquidity
agreement………………
-
(2,973)
-
1,602
-
-
-
(1,371)
Balance as of
December 31, 2025…...
2,186,545
267,308,174
64,620,223
(1,014,980)
(659,399)
32,416,830
(360,090,701)
4,766,692
The accompanying notes form an integral part of these consolidated financial statements.
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 35 of 79
Consolidated Statements of Cash Flows
for the years ended December 31, 2025 and 2024
Notes
December 31,
2025
December 31,
2024
Amounts in Swiss francs
Net profit / (loss) for the period……..……………………………………......
(6,728,246)
7,055,787
Adjustments for:
Net gain on Neurosterix Transaction……………………………………...
22
(114,342)
(13,943,595)
Fair value of services received at zero cost recorded as income……….
10/16
(141,018)
-
Fair value of services received at zero cost recorded as other
operating costs………………………………………………………….......
10/17
141,018
-
Value of share-based services…………………………………………….
14/22
70,820
502,964
Post-employment benefits…………………………………………………
20/22
(7,218)
(95,219)
Share of the net loss of associates………………………………………..
23
4,012,443
2,177,157
Depreciation…………………................................................................
8/22
8,472
260,120
Net gain related to lease modification……………………………………..
-
(2,770)
Finance cost / (income) net………………………………………………..
37,607
(99,628)
Decrease / (increase) in other financial assets………………………………..
7/22
1,366
(5,648)
Decrease / (increase) in trade and other receivables…..…………..……….
7/22
(4,574)
93,107
Decrease in contract asset...……………………………………………………
7/22
-
40,907
Decrease / (increase) in prepayments…….……………………..…………….
7/22
153,354
(164,284)
Decrease / (increase) in other current assets…………………………………
7/22
7,967
(7,967)
Increase / (decrease) in payables and accruals………………………………
12/22
391,234
(1,146,084)
Decrease in deferred income…………………………………………………..
-
(38,401)
Net cash used in operating activities….…………………………………..
(2,171,117)
(5,373,554)
Cash flows from / (used in) investing activities
Consideration from Neurosterix Transaction…………………………….........
22
114,342
5,119,754
Legal fees paid for Neurosterix Transaction…………………………………...
-
(473,270)
Investment in Stalicla SA – preferred shares. …………………………………
25
(285,962)
-
Investment in Stalicla SA – derivative financial instruments………………….
25
(509,067)
-
Purchase of property, plant and equipment……………………………………
9
-
(1,273)
Net cash from / (used in) investing activities…………………………….
(680,687)
4,645,211
Cash flows from financing activities
Sale of treasury shares ………………………………………………………….
1,228,733
240,899
Cost paid on sale of treasury shares……………………………………………
(28,850)
(25,782)
Cost of treasury share issuance……………………………………………….
(6,292)
-
Costs paid on exercise of pre-funded warrants………………………………..
-
(36,457)
Principal element of lease payment…..........................................................
(7,306)
(73,688)
Interest received……………….….…............................................................
21
-
9,165
Interest paid…………..……….………………………….................................
21
(2,421)
(9,219)
Net cash from financing activities…………..............................................
1,183,864
104,918
Decrease in cash and cash equivalents…………...………………………..
(1,667,940)
(623,425)
Cash and cash equivalents at beginning of the year...………………….........
6
3,341,738
3,865,481
Exchange difference on cash and cash equivalents…………………............
(35,186)
99,682
Cash and cash equivalents at end of the year………...............................
6
1,638,612
3,341,738
During the year ended December 31, 2025, the non-cash item transactions reported by the Group primarily related to the share of
net loss of associates amounting to CHF 4.0 million. During the year ended December 31, 2024, the Group reported a net gain on
Neurosterix Transaction of CHF 13.94 million of which CHF 8.87 million relates to non-cash items including CHF 9.43 million for the
fair value of its 20 % participation in Neurosterix US Holdings LLC and CHF 0.2 million for the fair value of the service agreement
provided at zero cost partially offset by the accelerated vesting of equity incentive units of employees transferred to Neurosterix
Pharma Sàrl amounting to CHF 1.2 million (note 22). During the same period the share of the net loss of associates amounted to
CHF 2.2 million.
The accompanying notes form an integral part of these consolidated financial statements.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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Notes to the Consolidated Financial Statements
for the years ended December 31, 2025 and 2024
(Amounts in Swiss francs)
1.
General information
Addex Therapeutics Ltd (the “Company”) and its subsidiaries (together, the “Group”) are a clinical stage biopharmaceutical company
focused on developing a portfolio of novel small molecule allosteric modulators for neurological disorders.
The Company is a Swiss stockholding corporation domiciled c/o Addex Pharma SA, Chemin des Aulx 12, CH 1228 Plan-les-Ouates,
Geneva, Switzerland and the parent company of Addex Pharma SA, Addex Pharmaceuticals France SAS and Addex Pharmaceuticals
Inc. Addex Therapeutics also owns a 20% equity interest in Neurosterix US Holdings LLC, USA. Neurosterix US Holdings LLC fully
owns directly Neurosterix Swiss Holdings AG, Switzerland and indirectly Neurosterix Pharma Sàrl whose principal place of business
is Chemin des Mines 9, CH 1202 Geneva, Switzerland.
The Group’s principal place of business is Chemin des Mines 9, CH 1202 Geneva, Switzerland. Its registered shares are traded at
the SIX Swiss Exchange, under the ticker symbol ADXN and its American Depositary Shares (ADSs) on the Nasdaq Stock Market
under the symbol “ADXN”. ADSs represents shares that continue to be admitted to trading on SIX Swiss Exchange.
These consolidated financial statements have been approved for issuance by the Board of Directors on 29 April, 2026.
2.
Summary of material 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) as issued by the International Accounting Standards Board (“IASB”), 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 “Material accounting estimates and judgements”.
Due to rounding, numbers presented throughout these consolidated financial statements may not add up precisely to the totals
provided. All ratios and variances are calculated using the underlying amount rather than the presented rounded amount.
2.2 Standards and interpretations published by the IASB
New and amended standards adopted by the Group
A number of new or amended standards and interpretations became applicable for financial reporting periods beginning on or after
January 1, 2025. Of the latter, the Group noted the amendment of IAS 21: The Effects of Changes in Foreign Exchange rates relating
to the exchange rate of currencies that are not exchangeable. The Group concluded that this amendment was not relevant as the
Group only uses major currencies.
New and amended standards not yet adopted by the Group
The Group is also assessing other new and revised standards which are not mandatory until after 2025. A preliminary assessment
has been performed regarding the impact of the implementation of IFRS 18 – Presentation and Disclosure in Financial Statements,
which will replace IAS 1 - Presentation of Financial Statements - from January 1, 2027. The Group concluded that no material impact
is expected on its consolidated financial statements. Based on the initial assessment, the Group also expects that no Management
defined Performance Measures or MPM’s will be required to be reported.
2.3 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. Associates are all entities over which the Group has significant influence but not control or joint control.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted
for using the equity method of accounting after initially being recognized at cost.
The Company currently consolidates the financial operations of its fully-owned subsidiaries, Addex Pharma SA, Addex
Pharmaceuticals Inc. and Addex Pharmaceuticals France SAS. The Group as well owns a 20% equity interest in Neurosterix US
Holdings LLC accounted for using the equity method.
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.
2.4 Segment reporting
The Group operates in one segment, which is the discovery, development and commercialization of small-molecule pharmaceutical
products. A single management team that reports to the Chief Executive Officer comprehensively manages the entire business. The
chief operating decision-maker is the Chief Executive Officer who reviews the statement of operations of the Group on a consolidated
basis, makes decisions and manages the operations of the Group as a single operating segment. The Group’s activities are not
affected by any significant seasonal effect. Revenue is attributable to the Company’s country of domicile, Switzerland.
2.5 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 Group’s 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 comprehensive loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of
comprehensive loss within ‘finance result’.
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 comprehensive loss are translated at the average exchange rate; and
all resulting exchange differences are recognized in other comprehensive loss.
2.6 Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation, and impairment (if any). 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 comprehensive loss 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:
Computer equipment
3 years
Laboratory equipment
4 years
Furniture and fixtures
5 years
Chemical library
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 the carrying amount and are
included in the statement of comprehensive loss.
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2.7 Financial assets
The Group has two categories of financial assets, namely “trade and other receivables” and “financial instruments”. Trade and other
receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These
assets are held for collection of contractual cash flows which represent solely the payment of principal and interest. They arise when
the Group provides money, goods or services directly to a debtor with no intention of trading the 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.
Trade and other receivables are included in other current assets in the balance sheet (see note 7).
Trade and other receivables are initially measured at fair value and subsequently measured at amortized cost and are derecognized
when settled.
The Group classifies a contract asset as a receivable when the Group’s right to consideration is unconditional. If the Group transfers
control of goods or services to a customer before the customer pays consideration, the Group records either a contract asset or a
receivable depending on the nature of the Group’s right to consideration for its performance. Contract assets and contract liabilities
arising from the same contract are netted and presented as either a single net contract asset or net contract liability.
The Group measures all financial instruments at fair value. Where the Management has elected to present fair value gains and losses
on financial instruments in Other Comprehensive Income (OCI), there is no subsequent reclassification of fair value gains and losses
to profit or loss following the derecognition of the financial instrument. Changes in the fair value of financial instruments are recognized
in other gains and losses in the statement of profit or loss as applicable. The Group measures its instruments instruments at fair value
at each reporting date based on measurements categorized into three levels in accordance on the degree to which imputs are
observable.
Impairment of trade and other receivables
The Group recognizes a loss allowance for expected credit losses on trade and other receivables, contract assets and security rental
deposits that are measured at amortized cost. The amount of expected credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognizes lifetime expected credit losses (“ECL”) for trade and other receivables and contract assets where
applicable. The ECL on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current
as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial instrument. In
contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument
that are possible within 12 months after the reporting date.
2.8 Equity method
Under the equity method accounting, the Group recognize the investments at cost and adjust them there after to recognize the Group’s
share of post-acquisition profits and losses of the investee in profit or loss, and the Group’s share of movements in other
comprehensive income of the investee in other comprehensive income. Where the Group’ share of losses in an equity-accounted
investment equals or exceeds its interest in the entity, the Group does not recognize further losses, unless it has incurred obligations
or made payments on behalf of the other entity. Unrealized gains on transactions between the Group and its associates are eliminated
to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated, unless the transaction provides evidence
of an impairment of the asset transferred. Accounting policies of the equity-accounted investees have been changed where necessary
to ensure consistency with the policies adopted by the Group. The carrying amount of the equity-accounted investments is tested for
impairment at each closing.
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. They are both readily convertible to known amounts of cash and so near their maturity that
they present insignificant risk of changes in value because of changes in interest rates. Any bank overdrafts are not netted against
cash and cash equivalents but are shown as part of current liabilities on the consolidated balance sheet.
2.10 Share capital
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 recorded as a deduction from equity attributable to the Company's equity
holders as a treasury share reserve until the shares are cancelled, reissued or disposed of. When such shares are subsequently sold
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effect,
the nominal amount is reversed from the treasury share reserve, with any remaining difference to the total transaction value being
recognized in share premium.
The Company has entered into a liquidity contract where an independent broker buys and sells the Company’s shares held in the
broker’s custody. Such shares are presented in the treasury share reserve with all other treasury shares directly held by Addex
Pharma SA.
The Group also uses treasury shares to partially settle services rendered by third and related parties. When shares are issued for this
purpose, the nominal share value is recognized as a treasury share reserve and the value above par is presented as a share premium.
2.11 Equity instruments
The group records in equity the pre-funded warrants sold to investors and the warrants granted to investors at a fair value calculated
using Black-Scholes model. A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are
made in this model. Should the assumptions and estimates underlying the fair value of these instruments vary significantly from
management’s estimates, then the fair value of the equity instruments would be materially different from the amounts recorded in
equity at the grant date.
2.12 Trade payables
Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
All payables have a contract maturity within 1 year.
2.13 Grants
Grants are not recognized until there is reasonable assurance that the Group will comply with the terms and conditions of the grant
and that the grants will be received. Grants are recognized as other income in the statement of comprehensive loss on a systematic
basis over the periods in which the Group recognizes as expenses the related costs for which the grant is intended to compensate.
Specifically, grants whose primary conditions are that the Group should undertake specific research activities within a defined period
of time, are recognized as deferred income in the consolidated statement of financial position and transferred to the statement of
comprehensive loss on a systematic and rationale basis over the defined timeframe.
2.14 Deferred income tax
Deferred income tax is recorded 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 recorded on temporary differences arising on investments in subsidiaries, except where the Group deems it
probable that the temporary difference will not reverse in the foreseeable future. The temporary differences arising in investments
accounted for using the equity method are recorded as deferred income taxes.
Deferred income tax assets from tax loss carry forwards are initially recognized to the extent that the realization of the related tax
benefit through future taxable profits is probable. Deferred liabilities may be recorded where they exceed tax loss carried forward.
2.15 Pension obligations
The Group operates one pension scheme. The scheme is 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,
changes in actuarial assumptions and changes in the asset ceiling effect are recognized immediately in other comprehensive loss
and past-service costs are recognized immediately in statement of comprehensive loss.
Under IAS 19, the shortfall or the surplus of the fair value of the plan assets compared with the defined benefit obligation is recorded
as a liability or an asset in the consolidated balance sheet. That recognition is subject to asset ceiling rules and minimum funding
requirements set out in IFRIC 14. The defined benefit obligation is calculated at least annually by an independent actuary using the
projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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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.
2.16 Share-based compensation
The Group operates a share option plan. The fair value of the services received in exchange for the grant or transfer of options is
recognized in the consolidated financial statements over the period for which the services are received. The total amount to be
recognized 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
comprehensive loss, 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.
2.17 Revenue recognition
The Group recognizes revenue from the license of intellectual property and providing research and development services:
License of intellectual property
If the license to the Group’s intellectual property is determined to be distinct from the other performance obligations identified in the
arrangement, the Group recognizes revenues when the license conveys a right of use, or there is a right of access to the underlying
intellectual property. For licenses that are sold in conjunction with a related service, the Group uses judgment to assess the nature of
the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point
in time. If the performance obligation is settled over time, the Group determines the appropriate method of measuring progress for
purposes of recognizing license revenue. The Group evaluates the measure of progress each reporting period and, if necessary,
adjusts the measure of performance and related revenue recognition.
Research and development services
The Group has an arrangement with its partner that includes deploying its employees for research and development activities. The
Group assesses if these research and development activities are considered distinct in the context of the respective contract and, if
so, they are accounted for as a separate performance obligation. This revenue is calculated based on the costs incurred (input
method) in accordance with the respective contract and recorded within “Revenue from contract with customer” over time as the
activities are performed.
Contract balances
The Group receives payments and determines credit terms from its customers for its various performance obligations based on billing
schedules established in each contract. The actual timing of the income recognition, billings and cash collections may result in other
current receivables, accrued revenue (contract assets), and deferred revenue (contract liabilities) being recorded on the balance
sheet. Amounts are recorded as other current receivables when the Group’s right to consideration is unconditional. The Group does
not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period
between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
Under IFRS 15, the Group mainly recognizes as revenue its non-refundable license fees, milestones, research activities and royalties
when its customer obtains control of promised services, in an amount that reflects the consideration which the Group expects to
receive in exchange for those rendered services. At contract inception, once the contract is determined to be within the scope of IFRS
15, the Group assesses the services promised within each contract and determine those that are performance obligations and assess
whether each promised service is distinct. The Group uses the most likely method to estimate any variable consideration and include
such consideration in the amount of the transaction price based on an estimated stand-alone selling price. Revenue is recognized for
the respective performance obligation when (or as) the performance obligation is satisfied.
2.18 Finance income and expense
Interest received or paid on cash and cash equivalents are classified in the statement of cash flows under financing activities.
2.19 Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset
and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined
as leases with a lease term of 12 months or less) and leases of low value assets (less than CHF 5 thousand). For these leases, the
Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another
systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments as from the commencement date of the lease until
the expected termination date. In determining the lease term, management consider all facts and circumstances that create an
economic incentive to exercise an extension option, or not to exercise a termination option. Extension option are only considered if
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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the lease is reasonably certain to be extended. The assessment of reasonable certainty is only revised if a significant event or a
significant change in circumstances, that is within the control of the lessees, occurs.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses. They are depreciated over the shorter period of lease term and useful life of the
underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The
depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the
consolidated statement of financial position. All lease payments on leases are presented as part of the cash flow from financing
activities, except for the short-term and low value leases cash flows, which are booked under operating activities.
2.20 Research and development
Research and development costs are expensed as incurred. Costs incurred on development projects are recognized as intangible
assets when the following criteria are fulfilled:
it is technically feasible to complete the intangible asset so that it will be available for use or sale;
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.
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 guidance 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 and foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various exposures 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 and in United States of
America, whose net assets are exposed to foreign currency translation risk. In 2025, a 10% increase or decrease in the EUR/CHF
exchange rate would have resulted in a CHF 3,007 increase or decrease in net loss and shareholders’ equity as at December 31,
2025 (2024: a CHF 3,783 decrease or increase) a 10% increase or decrease in the GBP/CHF exchange rate would have resulted in
a CHF 3,992 increase or decrease in net loss and shareholders’ equity as at December 31, 2025 (2024: a CHF 2,285 decrease or
increase) and a 10% increase or decrease in the USD/CHF exchange rate would have resulted in a CHF 19,478 increase or decrease
in net loss and shareholders’ equity as at December 31, 2025 (2024: a CHF 42,913 decrease or increase). The Group is not exposed
to equity price risk or commodity price risk as it does not invest in these classes of investment.
Interest rate risk
The Group’s exposure to interest rate fluctuations is limited because the Group has no interest-bearing indebtedness.
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 6).
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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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 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).
3.2 Capital risk management
The Group is not regulated and not subject to specific capital requirements. The amount of equity depends on the Group’s funding
needs and statutory capital requirements. The Group monitors capital periodically on an interim and annual basis. From time to time,
the Group may take appropriate measures or propose capital increases to its shareholders to ensure the necessary capital remains
intact. The Group did not have any short-term or long-term debt outstanding as of December 31, 2025 and 2024. The ability of the
Group to maintain adequate cash reserves to continue its activities is subject to risk as it is highly dependent on the Group’s ability to
raise further funds from the sale of new shares.
The Group’s objectives when managing capital based on its net debt are to safeguard the Group’s ability to continue as a going
concern in order to ensure the financing of successful research and development activities so that future profits can be generated
and to maintain sufficient financial resources to mitigate against risks and unforeseen events.
A reconciliation of the net debt position is detailed as follows:
Leases
Cash and
cash
equivalents
Other
financial
assets
Total
Net asset / (debt) as at December 31, 2023………..
(344,336)
3,865,481
848
3,521,993
Cash flows…………..……………………………………
73,688
(623,425)
5,648
(544,089)
Effect of modification to lease terms…………………...
(23,940)
-
-
(23,940)
Disposal…………………………………………………..
10,178
-
-
10,178
Assets transferred to Neurosterix Pharma Sàrl……….
242,416
-
-
242,416
Foreign exchange differences…..……………………...
-
99,682
-
99,682
Net asset / (debt) as at December 31, 2024………....
(41,994)
3,341,738
6,496
3,306,240
Cash flows…………..……………………………………
7,306
(1,667,940)
(1,366)
(1,662,000)
Foreign exchange differences…..……………………...
(35,186)
(35,186)
Net asset / (debt) as at December 31, 2025………
(34,688)
1,638,612
5,130
1,609,054
In addition, the maturity profile of the Group’s financial liabilities is presented in the table below:
At December 31, 2024
Less
than
1 Year
1 to 5
Years
More
than
5 Years
Total
cash out
flows
Carrying
amount
liabilities
Lease liabilities………………………………………….
9,240
38,499
-
47,739
41,994
As of December 31, 2025, lease liabilities relate to the rent of reduced office spaces, as the Group had access the Neurosterix office
spaces in accordance with the service agreement (note 22).
3.3 Fair value estimation
Trade and other receivables, contract assets and payables are recorded at their nominal amounts less expected credit loss
allowances. Due to the short-term nature of these instruments, their carrying amounts are considered to approximate their fair values.
Accordingly, these financial assets and liabilities are measured at amortized cost in accordance with IFRS 9 Financial Instruments.
For disclosure purposes, the fair values of other financial assets and liabilities are estimated by discounting future contractual cash
flows using current market interest rates available to the Group for similar financial instruments.
At December 31, 2025
Less
than
1 Year
1 to 5
Years
More
than
5 Years
Total
cash out
flows
Carrying
amount
liabilities
Lease liabilities………………………………………….
9,240
29.259
-
38,499
34,688
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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The fair values of financial instruments are determined using valuation techniques that incorporate both observable market data and
unobservable inputs. These techniques include widely accepted valuation models such as the Black–Scholes model and Binomial
valuation model.
4.
Material accounting estimates and judgments
The Group makes estimates and assumptions concerning the future. These 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. 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:
Going concern
The Group’s accounts are prepared on a going concern basis. Since inception, the Group has financed its cash requirements primarily
from share issuances, licensing certain of its research and development stage products and selling its allosteric modulator drug
discovery technology platform with a portfolio of preclinical programs. The Group is a development-stage enterprise and is exposed
to all the risks inherent in establishing a business. The Group expects that its existing cash and cash equivalents, at the issuance
date of these consolidated financial statements will be sufficient to fund its operations and meet all of its obligations as they fall due,
through mid- June 2026.These factors individually and collectively indicate that a material uncertainty exists that raises substantial
doubt about the Group’s ability to continue as a going concern for one year from the date of issuance of these consolidated financial
statements. The future viability of the Group is dependent on its ability to raise additional capital through public or private financings
or collaboration agreements to finance its future operations, which may be delayed due to reasons outside of the Group’s control
including health pandemics and geopolitical risks. The sale of additional equity may dilute existing shareholders. The inability to obtain
funding, as and when needed, would have a negative impact on the Group’s financial condition and ability to pursue its business
strategies. If the Group is unable to obtain the required funding to run its operations and to develop and commercialize its product
candidates, the Group could be forced to delay, reduce or stop some or all of its research and development programs to ensure it
remains solvent. Management continues to explore options to obtain additional funding, including through collaborations with third
parties related to the future potential development and/or commercialization of its product candidates. However, there is no assurance
that the Group will be successful in raising funds, closing collaboration agreements, obtaining sufficient funding on terms acceptable
to the Group, or if at all, which could have a material adverse effect on the Group’s business, results of operations and financial
condition.
The Business of the Group could be adversely affected by health pandemics and geopolitical risks
The business of the Group could be adversely affected by health epidemics and geopolitical risks in regions where the Group or
partners have concentrations of clinical trial sites or other business operations and could cause significant disruption in the operations
of third-party manufacturers and CROs upon whom the Group or partners rely. Health pandemics may pose the risk that the Group,
employees, contractors, collaborators, and partners may be prevented from conducting certain pre-clinical tests, clinical trials or other
business activities for an indefinite period of time, including due to travel restrictions, quarantines, “stay-at-home” and “shelter-in-
place” orders or shutdowns that have been or may in the future be requested or mandated by governmental authorities. For example,
the COVID-19 pandemic has impacted the business of the Group and clinical trials led by the Group or partners, including as a result
of delays or difficulties in clinical site initiation, difficulties in recruiting and retaining clinical site investigators and clinical site staff and
interruption of the clinical supply chain or key clinical trial activities, such as clinical trial site monitoring, and supply chain interruptions
caused by restrictions for the supply of materials for drug candidates or other materials necessary to manufacture product to conduct
clinical and preclinical tests. Geopolitical risks such as Russia-Ukraine war or Middle East conflict may create global security concerns
including the possibility of an expanded regional or global conflict and potential ramifications such as disruption of the supply chain
including research and development activities being conducted by the Group and its strategic partners. Delays in research and
development activities of the Group and its partners could increase associated costs and, depending upon the duration of any delays,
require the Group and its partners to find alternative suppliers at additional expense. In addition, Russia-Ukraine war and Middle east
conflict have had significant ramifications on global financial markets, which may adversely impact the ability of the Group to raise
capital on favorable terms or at all.
Discontinued operations related to the Neurosterix Transaction
On April 2, 2024, the Group sold a part of its business constituting its allosteric modulator drug discovery technology platform and a
portfolio of preclinical programs (note 22). As a consequence, the Group recognized discontinued operations in the statements of
profit or loss under “net profit or loss from discontinued operations” for the twelve-month periods ended December 31, 2025 and 2024
respectively, in accordance with IFRS 5. The Group identified as well, cash flows from discontinued operations for the twelve-month
periods ended December 31, 2025 and 2024, respectively (note 22). The identification of discontinued operations may require some
degree of judgement.
Fair value measurement of financial instruments
The Group measures its financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell
its financial asset in an orderly transaction between market participants at the measurement date, in the principal or most
advantageous market, under current market conditions.
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Fair value measurements are categorized into three levels based on the degree to which inputs to the valuation techniques are
observable:
● Level 1: Quoted prices (unadjusted) in active markets for identical assets;
● Level 2: Inputs other than quoted prices included within Level 1 that are all observable, either directly or indirectly used to
measure the fair value;
● Level 3: One or more of the significant inputs used to measure fair value is not based on observable market data. This is the
case for unlisted equity securities or financial instruments where climate risk gives rise to a significant unobservable adjustment.
The Group uses appropriate valuation techniques in the circumstances and maximizes the use of relevant observable inputs. The
transfers between levels are assessed at the end of each reporting period.
Investments accounted for using the equity method
The Group received an equity interest of 20% in Neurosterix US Holdings LLC as part of the Neurosterix Transaction. The initial
recognition of the investment has been accounted at a fair value based on a financial valuation of Neurosterix’s Group. This carrying
amount has been decreased to recognize the share of loss of Neurosterix’s Group.
Impairment of the investments accounted for using the equity method
The Group assesses its investment in Neurosterix US Holdings LLC, which is accounted for using the equity method whenever events,
factors or changes in circumstances indicate that it 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 of the investment accounted for using the
equity method is based on its fair value. No impairment loss was recognized in respect of the Group’s investment in Neurosterix US
Holdings LLC for the years ended December 31, 2024 and 2025.
Financial assets at fair value through Other Comprehensive Income (OCI)
The financial assets at fair value through OCI relate to strategic investments made by the Group into early stage R&D companies.
The Group made the irrevocable election to classify these strategic investments, that are not held for trading, at fair value through
OCI. The valuation at fair value is based on prices paid by investors during recent fundings (note 24). At each closing, the investments
are tested by the Group in order to reflect any change in value due to events, factors or changes in circumstances.
Derivative financial instruments
Derivative financial instruments relate to Phantom shares and Warrants received as part of the purchase of strategic investment.
Derivative financial instruments are accounted at fair value through the statements of profit or loss in accordance with IFRS 9, because
they are considered as held for trading. The fair value is measured using the Black-Scholes and binomial valuation models (note 25).
A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are made in this model. Should the
assumptions and estimates underlying the fair value of these instruments vary significantly from management’s estimates, then the
fair value of the derivative financial instruments would be materially different from the amounts recognized. At each closing, the
investments are tested by the Group in order to reflect any change in value due to events, factors or changes in circumstances.
Revenue recognition
Revenue is primarily from fees related to licenses, milestones and research services. Given the complexity of the relevant agreements,
judgements are required to identify distinct performance obligations, allocate the transaction price to these performance obligations
and determine when the performance obligations are met. In particular, the Group’s judgement over the estimated stand-alone selling
price which is used to allocate the transaction price to the performance obligations is disclosed in note 15.
Grants
Grants are recorded at their fair value when there is reasonable assurance that they will be received and recognized as income when
the Group has satisfied the underlying grant conditions. In certain circumstances, grant income may be recognized before explicit
grantor acknowledgement that the conditions have been met.
Accrued research and development costs
The Group records accrued expenses for estimated costs of research and development activities conducted by third party service
providers. The Group records accrued expenses for estimated costs of research and development activities based upon the estimated
amount of services provided, but not yet invoiced, and these costs are included in accrued expenses on the balance sheets and within
research and development expenses in the statements of profit or loss. These costs are a significant component of research and
development expenses. Accrued expenses for these costs are recorded based on the estimated amount of work completed in
accordance with agreements established with these third parties. Due to the nature of estimates, the Group may be required to make
changes to the estimates after a reporting period as it becomes aware of additional information about the status or conduct of its
research activities.
Share-based compensation
The Group recognizes an expense for share-based compensation based on the valuation of equity incentive units using the Black-
Scholes valuation model. A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are made
in this model. 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, i.e. a 20% increase or decrease in the volatility assumption for the
twelve-month period ended December 31, 2025 (a 20% increase or decrease for the twelve-month period ended December 31, 2024)
and a risk-free rate of 1 or 0.5 for the twelve-month period ended December 31, 2025 (1 or 0.5 for the twelve-month period ended
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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December 31, 2024), and the Group calculated the share-based compensation based on the higher and lower values of these ranges,
share-based compensation expense in 2025 would have been CHF 55 thousand or CHF 82 thousand (2024: CHF 1.3 million or
CHF 1.9 million, respectively). This is compared to the total amount recognized as an expense in the statement of profit or loss for
CHF 71 thousand in 2025 (2024: CHF 1.7 million). Additional information is disclosed in note 14.
Equity instruments
The Group records in equity the pre-funded warrants sold to investors and the warrants granted to investors at a fair value calculated
using Black-Scholes model. A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are
made in this model. Should the assumptions and estimates underlying the fair value of these instruments vary significantly from
management’s estimates, then the fair value of the equity instruments would be materially different from the amounts recorded in
equity at the grant date.
Pension obligations
The present value of the pension obligations is calculated by an independent actuary and depends on a number of assumptions that
are determined on an actuarial basis such as discount rates, future salary and pension increases, and mortality rates. 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 period. 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.
5.
Segment information
Management has identified one single operating segment, related to the discovery, development and commercialization of small-
molecule pharmaceutical products.
Information about products, services and major customers
External income of the Group for the years ended December 31, 2025 and 2024 is derived from the business of discovery,
development and commercialization of pharmaceutical products. Income was earned from rendering of research services to a
pharmaceutical company.
Information about geographical areas
External income is exclusively recorded in the Swiss operating company.
Analysis of revenue from contract with customer and other income by nature is detailed as follows:
2025
2024
Collaborative research funding…………………….......
29,972
404,102
Fair value of services received at zero cost from
Neurosterix Group……………………………………….
141,018
-
Other service income…………………………………....
1,870
5,940
Total …..………………………………………………….
172,860
410,042
Analysis of revenue from contract with customer and other income by major counterparties is detailed as follows:
2025
2024
Indivior PLC ……………………………………………...
29,972
404,102
Neurosterix Group……………………………………….
141,018
-
Other counterparties………………………………….…
1,870
5,940
Total …………………..……………………………..…..
172,860
410,042
For more detail, refer to note 15, “Revenue from contract with customer” and note 16 “Other Income”.
The geographical allocation of long-lived assets is detailed as follows:
December 31, 2025
December 31, 2024
Switzerland………………...……………………….........
4,683,813
7,136,602
France………………………………………………….....
335
338
Total…….…………………..………………...................
4,684,148
7,136,940
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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The geographical analysis of operating costs is as follows:
2025
2024
Switzerland…………….………………………..............
2,974,127
3,129,444
United States of America……………………................
8,942
31,276
France…………………………………...………….........
4,391
4,555
Total operating costs (note 17) ………………….......
2,987,459
3,165,275
The capital expenditure was nil in 2025 ( 2024: 1,278).
6.
Cash and cash equivalents
December 31, 2025
December 31, 2024
Cash at bank and on hand……………………..............
1,638,612
3,341,738
Total cash and cash equivalents………………........
1,638,612
3,341,738
Split by currency:
December 31, 2025
December 31, 2024
CHF……………...………………………………..……...
88.77%
80.84%
USD………….……………………………………………
4.10%
14.90%
EUR………...………………………………..……..........
4.46%
2.42%
GBP……………………………………………………….
2.68%
1.84%
Total………………………………………………………
100.00%
100.00%
The Group invests its cash balances into a variety of current and deposit accounts mainly with two Swiss bank whose external credit
rating is P-1/A-1.
All cash and cash equivalents were held either at banks or on hand as of December 31, 2025 and December 31, 2024.
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, 2025
December 31, 2024
P-1 / A-1………...……..……........................................
1,613,227
3,302,810
P-2 / A-1…………………………………………………..
2,617
6,681
Other………………………………………………………
22,654
32,132
Cash on hand………………………..…………………...
114
115
Total cash and cash equivalents………...................
1,638,612
3,341,738
External credit ratings of counterparties were obtained from Moody’s (P-) or Standard & Poor’s (A-).
7.
Other current assets
December 31, 2025
December 31, 2024
Other financial assets……………………………………
5,130
6,496
Trade and other receivables……………….…………...
20,087
15,513
Prepayments………..…………....................................
16,295
169,649
Other short-term assets…………………………………
-
7,967
Total other current assets……………………..…......
41,512
199,625
Other current assets decreased by CHF 0.2 million as of December 31, 2025 compared to December 31, 2024 mainly due to
decreased prepayments in patents and retirement benefits. The Group applies the IFRS 9 simplified approach to measuring expected
credit losses (“ECL”), which uses a lifetime expected loss allowance for all contract assets, trade receivables and other receivables.
The Group has considered that the contract asset, trade receivables and other receivables have a low risk of default based on historic
loss rates and forward-looking information on macroeconomic factors affecting the ability of the third parties to settle invoices. As a
result, expected loss allowance has been deemed as nil as of December 31, 2025 and December 31, 2024.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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8.
Right-of-use assets
Year ended December 31, 2024
Properties
Equipment
Total
Opening net book amount………………………………
328,524
1,808
330,332
Depreciation charge……………………………………..
(73,337)
(677)
(74,014)
Effect of lease modifications……………………………
23,940
-
23,940
Disposals…………………………………………………
(7,408)
-
(7,408)
Assets transferred to Neurosterix Pharma Sàrl………
(230,141)
(1,131)
(231,272)
Closing net book amount…………..…………….......
41,578
-
41,578
As of December 31, 2024
Properties
Equipment
Total
Cost…………………......……………............................
111,642
-
111,642
Accumulated depreciation………………..…………….
(70,064)
-
(70,064)
Net book value……………...…………………………..
41,578
-
41,578
Year ended December 31, 2025
Properties
Equipment
Total
Opening net book amount………………………………
41,578
-
41,578
Depreciation charge……………………………………..
(8,048)
-
(8,048)
Effect of lease modifications……………………………
-
-
-
Disposals…………………………………………………
-
-
-
Assets transferred to Neurosterix Pharma Sàrl………
-
-
Closing net book amount…………..…………….......
33,530
-
33,530
As of December 31, 2025
Properties
Total
Cost…………………......……………............................
111,642
111,642
Accumulated depreciation………………..…………….
(78,112)
(78,112)
Net book value……………...…………………………..
33,530
33,530
The gross value of the right of use assets relate to an office space rent by the Group. The cash outflows for the principal element of
lease payment amounted to CHF 7,306 for the twelve-month period ended December 31, 2025 (CHF 73,688 for the twelve-month
period ended December 31, 2024). The maturity analysis of lease liabilities is presented under note 3.2.
9.
Equipment
Year ended December 31, 2024
Equipment
Total
Opening net book amount……..………………………..
22,604
22,604
Additions……………..…………………………………...
1,273
1,273
Depreciation charge…….…..…………………………..
(3,759)
(3,759)
Assets transferred to Neurosterix Pharma Sàrl……….
(18,987)
(18,987)
Closing net book amount……..................................
1,131
1,131
As of December 31, 2024
Equipment
Total
Cost………………..……………………………………...
84,775
84,775
Accumulated depreciation………................................
(83,644)
(83,644)
Net book value………..………………………………...
1,131
1,131
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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Year ended December 31, 2025
Equipment
Total
Opening net book amount……..………………………..
1,131
1,131
Depreciation charge…….…..…………………………..
(424)
(424)
Closing net book amount……..................................
707
707
As of December 31, 2025
Equipment
Total
Cost………………..……………………………………...
84,775
84,775
Accumulated depreciation………................................
(84,068)
(84,068)
Net book value………..………………………………...
707
707
10. Intangible assets
Year ended December 31, 2024
Service
agreement
Total
Opening net book amount……..…………………….
-
-
Additions……………..………………………………..
182,348
182,348
Depreciation charge…….…..………………………..
(182,348)
(182,348)
Closing net book amount……..............................
-
-
As of December 31, 2024 and 2025
Service
agreement
Total
Cost………………..………………………………........
182,348
182,348
Accumulated depreciation………..............................
(182,348)
(182,348)
Net book value………..………………………………
-
-
The service agreement relates to staff and infrastructure provided by Neurosterix Pharma Sàrl at zero cost in accordance with the
Neurosterix Transaction (note 22) and initially valued at CHF 182,348. During the twelve-month period ended December 31, 2024,
the depreciation charge was recognized at the rate at which these services were provided. As of January 1, 2025, the agreement was
not formally renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero
cost. The fair value of the services received at zero cost has been recognized as other income and other operating expenses for an
amount of CHF 141,018.
11. Non-current financial assets
December 31, 2025
December 31, 2024
Security rental deposits.………………………………...
7,086
7,089
Total non-current financial assets…………………..
7,086
7,089
Security rental deposits relate to office space. The applicable interest rate to such deposits is immaterial, and therefore, the value
approximates amortized cost.
12. Payables and accruals
December 31, 2025
December 31, 2024
Trade payables…………………………………………..
602,901
253,290
Social security and other taxes……………..…………..
43,792
22,649
Accrued expenses………..……………………………..
544,591
518,848
Total ……………………………………………………...
1,191,284
794,787
All payables mature within 3 months. Accrued expenses and trade payables primarily relate to R&D services from contract research
organizations, consultants and professional fees. The total amount of payables and accruals increased by CHF 0.4 million as of
December 31, 2025 compared to December 31, 2024. The carrying amounts of payables do not materially differ from their fair values,
due to their short-term nature.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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13. Share capital
Number of shares
Common
shares
Treasury
shares
Total
Balance as of January 1, 2024 (1)…….……………….
184,354,496
(59,159,103)
125,195,393
Sale of treasury shares…….…..
-
3,050,665
3,050,665
Movement of shares under liquidity agreement……….
-
55,450
55,450
Acquisition of shares forfeited from DSPPP…….........
-
(8,539)
(8,539)
Balance as of December 31, 2024.…………………..
184,354,496
(56,061,527)
128,292,969
Shares reclassed as treasury shares under IFRS 2….
-
(29,950,268)
(29,950,268)
Balance as of December 31, 2024 IFRS 2…………...
184,354,496
(86,011,795)
98,342,701
(1) In accordance with Swiss law, the issuance of 6,120,000 new shares through the exercise of pre-funded warrants from December 12, 2023 to December 31, 2023, have
been registered in the commercial register on February 20, 2024. As of January 1, 2024, the amount of the share capital as registered in the commercial register is
CHF 1,782,344.96 divided into 178,234,496 shares.
Number of shares
Common
shares
Treasury
shares
Total
Balance as of January 1, 2025……….……………….
184,354,496
(56,061,527)
128,292,969
Issuance of treasury shares…..…….……………………
34,300,000
(34,300,000)
-
Sales of treasury shares...…………………………………
-
19,612,752
19,612,752
Movement of shares under liquidity agreement……….
-
(28,329)
(28,329)
Acquisition of shares forfeited from DSPPP……..........
-
(45,578)
(45,578)
Balance as of December 31, 2025.……………….…..
218,654,496
(70,822,682)
147,831,814
Shares reclassed as treasury shares under IFRS 2….
(29,904,690)
(29,904,690)
Balance as of December 31, 2025 IFRS 2……….…..
218,654,496
(100,727,372)
117,927,124
As of December 31, 2025, 147,831,814 shares were outstanding excluding 70,822,682 treasury shares directly held by Addex Pharma
SA and including 29,904,690 outstanding shares benefiting from our DSPPP, considered as treasury shares under IFRS 2 (see note
14). Of the treasury shares held as of December 31, 2025, 30,000,000 were held as ADSs.
As of December 31, 2024, 128,292,969 shares were outstanding excluding 56,061,527 treasury shares directly held by Addex Pharma
SA and including 29,950,268 outstanding shares benefiting from our DSPPP, considered as treasury shares under IFRS 2 (see note
14). All shares have a nominal value of CHF 0.01.
The Group maintains a liquidity agreement with Kepler Cheuvreux (“Kepler”). Under the agreement, the Group has provided Kepler
with cash and shares to enable them to buy and sell the Company’s shares. As of December 31, 2025, 144,951 (December 31, 2024:
116,622) treasury shares are recorded under this agreement in the treasury share reserve and CHF 5,130 (December 31, 2024:
CHF 6,496) is recorded in other financial assets.
During the twelve-month period ended December 31, 2025, the Group sold 19,612,752 treasury shares at an average price of
CHF 0.063 per share for total gross proceeds of CHF 1,230,103 (during the twelve-month period ended December 31, 2024, the
Group sold 3,050,665 treasury shares at an average price of CHF 0.08 per share for gross proceeds of CHF 235,257). Of these
treasury shares 10,966,666 were sold at a price of CHF 0.06 per share with 2,741,666 warrants granted by the Group at an exercise
price of CHF 0.06 and a 5-year exercise period. The fair value of the warrants amounted to CHF 65,609 and has been recorded in
equity as transaction costs. The remaining 8,646,086 treasury shares have been sold under the sale agency agreement with Kepler
Cheuvreux at an average price of CHF 0.066 per share for gross proceeds of CHF 572,102.
On February 20, 2024, in accordance with Swiss law, the company registered in the commercial register 6,120,000 new shares issued
out of conditional capital from December 12, 2023 to December 31, 2023 following the exercise of pre-funded warrants granted to
one institutional investor on April 3, 2023.
14. Share-based compensation
The total share-based compensation expense recognized as continuing operating costs in the statement of comprehensive profit or
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
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loss for equity incentive units granted to Board Members, Executive Managers, employees and consultants has been recorded under
the following headings:
2025
2024
Research and development………………...…………..
970
2,089
General and administration…….……………………....
69,850
173,194
Total share-based compensation for continuing
operations……………………………………………….
70,820
175,283
The total share-based compensation expense recognized as discontinued operating costs in the statement of comprehensive profit
or loss under “net profit or loss from discontinued operations” for equity incentive units granted to Board Members, Executive
Managers, employees and consultants has been recorded under the following headings:
2025
2024
Research and development………………...…………..
-
113,709
General and administration…….……………………....
-
213,972
Total share-based compensation for discontinued
operations..……………………………………………..
-
327,681
During the twelve-month period ended December 31, 2024, the total share-based compensation expense for equity units recognized
as discontinued operating costs amounted to CHF 1.5 million of which CHF 1.2 million related to the accelerated vesting of equity
incentive units of employees and Executive managers transferred to Neurosterix Pharma Sàrl and included in the net gain of the sale
of activities (note 22).
Employee share option plans (ESOP)
The Company established an employee share option plan to provide incentives to directors, executives, employees and consultants
of the Group.
The Group has not granted any share options in 2025. During the year 2024, the Group granted 6,439,124 share options at an
exercise price of CHF 0.05 with vesting over 4 years and a 10-year exercise period. Of these share options, 5,413,934 were granted
to employees and Executive Managers transferred to Neurosterix Group on April 2, 2024 and the costs of the remaining vesting
period were recognized as accelerated vesting under discontinued operations.
Movements in the number of outstanding share options are as follows:
Average
strike price
(CHF)
2025
Average
strike price
(CHF)
2024
At January 1……………………………………….
0.10
8,006,791
0.32
1,570,346
Granted……………………………………………
-
-
0.05
6,439,124
Forfeited…………………………………………...
1.20
(50,027)
0.05
(2,679)
At December 31………………………………….
0.09
7,956,764
0.10
8,006,791
At December 31, 2025, of the outstanding 7,956,764 share options (2024: 8,006,791), 3,324,722 were exercisable with an average
strike price of CHF 0.06 (2024: 733,582 share options were exercisable with an average strike price of CHF 0.09).
The outstanding share options as at December 31, 2025 and 2024 have the following expiry dates:
At December 31, 2025
Range of strike prices (CHF)
Expiry date
0.043 to 0.106
0.13
0.14 to 0.99
1.00 to 3.00
Total
2027………………………………………………..
-
18,885
11,385
45,011
75,281
2028………………………………………………..
-
59,530
26,085
5,292
90,907
2029………………………………………………..
-
-
-
110,500
110,500
2030………………………………………………..
-
10,000
-
44,854
54,854
2031………………………………………………..
-
30,000
-
83,888
113,888
2032………………………………………………..
436,677
192,928
108,955
-
738,560
2033………………………………………………..
356,669
-
-
-
356,669
2034………………………………………………..
6,416,105
-
-
-
6,416,105
Total……………………………………………….
7,209,451
311,343
146,425
289,545
7,956,764
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 51 of 79
At December 31, 2024
Range of strike prices (CHF)
Expiry date
0.043 to 0.106
0.13
0.14 to 0.99
1.00 to 3.00
Total
2025………………………………………………..
-
-
25,000
4,687
29,687
2027………………………………………………..
-
56,655
11,385
7,241
75,281
2028………………………………………………..
-
59,530
26,085
5,292
90,907
2029………………………………………………..
-
-
-
110,500
110,500
2030………………………………………………..
-
10,000
-
44,854
54,854
2031………………………………………………..
-
40,000
-
73,888
113,888
2032………………………………………………..
436,677
192,928
108,955
-
738,560
2033………………………………………………..
356,669
-
-
-
356,669
2034………………………………………………..
6,436,445
-
-
-
6,436,445
Total……………………………………………….
7,229,791
359,113
171,425
246,462
8,006,791
The weighted average fair value of share options granted during 2024 determined using a Black-Scholes model was CHF 0.035. The
significant inputs to the model were:
2024
Weighted average share price per share at the grant date……………....
CHF 0.057
Weighted average strike price per share…………………………………..
CHF 0.050
Weighted average volatility (1)…..……………………......................................
64.62%
Weighted average expected option life (years)……………………………
6.25
Dividend yield………………………………………………………………...
-
Weighted average annual risk-free rate……………………………………
0.84%
Deferred Strike Price Payment Plan (DSPPP)
The Group has implemented a staff retention plan which includes a DSPPP which encourages board members, executive managers
and employees to exercise their share options or equity sharing certificates and become shareholders of the Company by allowing
the deferral of the obligation to pay the strike price until the earlier of the sale of the shares or 10 years. Shares received through the
exercise of unvested share options are subject to sales restrictions reflecting the remaining vesting period of exercised equity incentive
units. In the event of a change of control, bankruptcy of the Company or forced sale of the shares at a price below the strike price,
the deferred strike price payment obligation is waived. Under IFRS 2, the DSPPP is considered to be a non-recourse loan and
consequently the options are deemed to be exercised on the date that the loan is repaid. Therefore, neither the shares nor the loan,
are outstanding until either the options are exercised by paying the exercise price for the shares (repaying the loan) or the options
expire entirely after 10 years without any remaining obligation from the option holders. The DSPPP is considered to be a modification
of the equity incentive plan and consequently, the shares issued from the exercise of equity incentive units (“DSPPP Shares”) are
recorded as treasury shares and associated share-based compensation is recognized over the remaining vesting period as if the
equity incentive units had not been exercised. During the twelve-month period ending December 31, 2024 and 2025, no options have
been exercised through our DSPPP.
Movements in the number of DSPPP shares are as follows:
Average
deferred
strike price
payment
(CHF)
2025
Average
deferred
strike price
payment
(CHF)
2024
At January 1……………………………………….
0.09
29,950,268
0.09
29,958,807
Forfeited…………………………………………...
0.07
(45,578)
0.09
(8,539)
At December 31………………………………….
0.09
29,904,690
0.09
29,950,268
At December 31, 2025, of the 29,904,690 DSPPP shares (2024: 29,950,268 DSPPP shares), 23,632,556 (2024:18,512,037) were
not subjected to sales restrictions and 8,660,516(2024: 25,234,215) were related to employees and Executive Managers transferred
to, and still employed by, Neurosterix Group at the year end.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 52 of 79
The DSPPP has the following expiry dates as at December 31, 2025 and 2024:
At December 31, 2025
Range of strike prices (CHF)
Expiry date
0.043
0.13
Total
2033……………………………
-
17,412,752
17,412,752
2034……………………………
12,491,938
-
12,491,938
Total……………………………
12,491,938
17,412,752
29,904,690
At December 31, 2024
Range of strike prices (CHF)
Expiry date
0.043
0.13
Total
2033……………………………
-
17,427,207
17,427,207
2034……………………………
12,523,061
-
12,523,061
Total……………………………
12,523,061
17,427,207
29,950,268
15. Revenue from contract with customer
License & research agreement with Indivior PLC
On January 2, 2018, the Group entered into an agreement with Indivior for the discovery, development and commercialization of
novel GABAB PAM compounds for the treatment of addiction and other CNS diseases. This agreement included the selected clinical
candidate, ADX71441. In addition, Indivior agreed to fund a research program at the Group to discover novel GABAB PAM
compounds.
The contract contains two distinct material promises and performance obligations: (1) the selected compound ADX71441 which falls
within the definition of a licensed compound, whose rights of use and benefits thereon was transferred in January 2018 and, (2) the
research services to be conducted by the Group and funded by Indivior to discover novel GABAB PAM compounds for clinical
development that may be discovered over the research term of the agreement and selected by Indivior.
Indivior has sole responsibility, including funding liability, for development of selected compounds under the agreement through
preclinical and clinical trials, as well as registration procedures and commercialization, if any, worldwide. Indivior has the right to
design development programs for selected compounds under the agreement. Through the Group’s participation in a joint development
committee, the Group reviews, in an advisory capacity, any development programs designed by Indivior. However, Indivior has
authority over all aspects of the development of such selected compounds
Under terms of the agreement, the Group granted Indivior an exclusive license to use relevant patents and know-how in relation to
the development and commercialization of product candidates selected by Indivior. Subject to agreed conditions, the Group and
Indivior jointly own all intellectual property rights that are jointly developed and the Group or Indivior individually own all intellectual
property rights that the Group or Indivior develop individually. The Group has retained the right to select compounds from the research
program for further development in areas outside the interest of Indivior including chronic cough. Under certain conditions, but subject
to certain consequences, Indivior may terminate the agreement.
In January 2018, the Group received, under the terms of the agreement, a non-refundable upfront fee of USD 5.0 million for the right
to use the clinical candidate, ADX71441, including all materials and know-how related to this clinical candidate. In addition, the Group
is eligible for payments on successful achievement of pre-specified clinical, regulatory and commercial milestones totaling USD 330
million and royalties on net sales of mid-single digits to low double-digits.
On February 14, 2019, Indivior terminated the development of their selected compound, ADX71441. Separately, Indivior funds
research at the Group, based on a research plan to be mutually agreed between the parties, to discover novel GABAB PAM
compounds. These future novel GABAB PAM compounds, if selected by Indivior, become licensed compounds. The Group agreed
with Indivior to an initial research term and duration of two years with a funding of USD 4 million over the period for the Group’s R&D
costs incurred, that can be extended by twelve-month increments. R&D costs are calculated based on the costs incurred in
accordance with the contract. Following Indivior’s selection of one newly identified compound, the Group has the right to also select
one additional newly identified compound. The Group is responsible for the funding of all development and commercialization costs
of its selected compounds and Indivior has no rights to the Group’s selected compounds. The initial two-year research term was
expected to run from May 2018 to April 2020. In 2019, Indivior agreed to an additional research funding of USD 1.6 million, for the
research period. On October 30, 2020, the research term was extended until June 30, 2021 and Indivior agreed to additional research
funding of USD 2.8 million. Effective May 1, 2021, the research term was extended until July 31, 2022 and Indivior agreed additional
research funding of CHF 3.7 million, of which CHF 2.7 million was paid to the Group and CHF 1.0 million paid directly by Indivior to
third party suppliers that are supporting the funded research program. In August 2022, the research agreement was extended until
March 31, 2023 and Indivior agreed to additional research funding of CHF 0.85 million. The reserved indications, where Addex retains
exclusive rights to develop its own independent GABAB PAM program, have also been expanded to include chronic cough. Effective
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 53 of 79
November 1, 2022, the research term was extended until June 30, 2023 and Indivior agreed to additional research funding of
CHF 0.95 million. Effective July 1, 2023, the research agreement with Indivior has been extended until June 30, 2024 and Indivior
committed additional research funding of CHF 2.7 million including CHF 1.1 million paid to the Group and CHF 1.6 million paid directly
by Indivior to third party suppliers that are supporting the funded research program. On August 27, 2024, Indivior selected a compound
for future development in substance use disorder and undertakes all future development of their selected compound. Under the terms
of the agreement, the Group has also exercised its right to select a compound to advance its own independent GABAB PAM program
for the treatment of chronic cough.
For the year ended December 31, 2025, the Group recognized CHF 29,972 as revenue in continuing operations
(2024: CHF 94,127) related to the maintenance of patents licensed to indivior under the licensing and research agreement entered
into in 2018. During the twelve-month period ended December 31, 2024, the Group recognized CHF 0.3 million as revenue related
to the research agreement that has been completed during the second half of 2024. The trade receivable was nil as of December 31,
2025 (December 31, 2024: CHF 0.1 million).
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 mGlu2 PAM compounds for
the treatment of human health
In 2024, Janssen completed a Phase 2a proof of concept clinical trial of ADX71149 in epilepsy patients that did not achieve statistical
significance for the primary endpoint of time for patients to reach baseline seizure count when ADX71149 was added to standard of
care and decided to terminate the development of ADX71149. On April 17, 2025, the Group announced that the license agreement
had been terminated and the program and all related intellectual property has been returned to the Group.
Under the terms of the Janssen agreement the Group was eligible to receive up to EUR 109 million in success-based development
and regulatory milestone, and low double-digit royalties on net sales.
No amounts have been recognized under this agreement in 2025 and 2024.
16. Other income
During the twelve-month period ended December 31, 2025, the other income primarily related to the fair value of the services received
by Neurosterix group at zero cost (notes 10 and 28). The income from IT consultancy agreements recognized during the twelve-
month periods ended December 31, 2024 and 2025 was close to nil.
Under grant agreements with Eurostars/Innosuisse the Group was required to complete specific research activities within a defined
period of time. The Group’s funding was fixed and received based on the satisfactory completion of the agreed research activities
and incurring the related costs.
In September 2023, the Group was awarded a grant of CHF 0.5 million by Eurostars/Innosuisse to support the mGlu2 NAM program
of which CHF 0.3 million were received in December 2023. The Group recognized CHF 38,401 from January 1, 2024 to April 2, 2024,
the date when the program was transferred to Neurosterix Pharma Sàrl and recorded as discontinued operations (note 22). The
remaining funds and deferred income of CHF 0.3 million recorded as assets and liabilities held for sale as of April 2, 2024, has been
transferred to Neurosterix Pharma Sàrl.
17. Operating costs
2025
2024
Staff costs (note 18)…………………………………......
389,230
242,591
Depreciation (notes 8/9)…..…….................................
8,472
192,698
External research and development costs…………....
190,190
435,189
Patent maintenance and registration costs.………......
188,918
283,382
Professional fees………………………………………...
1,314,859
1,206,813
D&O insurance…………………………………………..
183,841
225,772
Fair value services received at zero costs (note 10)..
141,018
-
Other operating costs……………………………...........
570,930
578,830
Total operating costs……………………………….…
2,987,458
3,165,275
The evolution of the total operating costs is mainly driven by staff costs and professional fees.
During the twelve-month period ended December 31, 2025, total operating costs recognized as continuing operations decreased by
CHF 0.2 million compared to the same period ended December 31, 2024, primarily due to decreased external research and
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 54 of 79
development cost, lower D&O insurance and patent maintenance and registration costs, partially offset by increased staff costs and
professional fees and other operating costs.
During the twelve-month period ended December 31, 2024, total operating cost recognized as discontinued operations amounted to
CHF 2.0 million and is primarily related to staff costs and external research and development costs (note 22).
18. Staff costs
2025
2024
Wages and salaries.……………………………………..
322,237
243,629
Social charges and insurances….…………...………...
27,902
26,843
Value of share-based services (note 14)………......….
6,848
17,544
Retirement benefit (note 20)….…………………..……
32,243
(45,425)
Total staff costs………………...…….….....................
389,230
242,591
During the twelve-month period December 31, 2025, staff costs recognized in continuing operations increased to CHF 0.4 million,
primarily due to more full-time employees. During the twelve-month ended December 31, 2024, staff costs recognized in discontinued
operations amounted to CHF 1.4 million (note 22).
During the twelve-month periods ended December 31, 2023 and 2024, staff costs recognized as discontinued operations amounted
to CHF 5.1 million and CHF 1.4 million, respectively (note 22).
19. Taxes
December 31, 2025
December 31, 2024
Net loss from continuing operations before tax………
(6,842,588)
(4,909,342)
Net gain from discontinued operations………………...
114,342
11,965,129
Net gain / (loss) before tax…………………………………..
(6,728,246)
7,055,787
Tax calculated at a tax rate of 14.7% for 2024 and
2025………………………………………………………
989,052
(1,037,201)
Effect of different tax rates in USA and France………..
(1,753)
(4,755)
Difference related to investments accounted for using
the equity method………………………………………..
(589,289)
(320,042)
Net loss incurred by Neurosterix Pharma Sàrl from
March 19 2024 to April 1, 2024 1………………………..
-
(79,270)
Sale of treasury shares by a subsidiary, recognized
as financial income in standalone financial statements
(151,997)
(30,103)
Deductible expenses charged against equity for
issuance of shares……………………………………….
6,270
1,758
Expenses not deductible for tax purposes…………….
(9,458)
(229,815)
Total tax not recognized as deferred tax (asset) /
liability……………………………………………………
(242,285)
1,699,428
Income tax expense for continuing operations……….
-
-
Income tax expense for discontinued operations……
-
-
1 The Group lost the control of its subsidiary Neurosterix Pharma Sàrl on April 2, 2024, as part of the divestment of a part of its business (note 22).
The Group has decided not to recognize any deferred income tax assets at December 31, 2025 or 2024. The key factors which have
influenced management in coming to this evaluation are the fact that the Group has not yet a history of making profits due to the
stage of development of its drug products. The Group recognized a net loss of CHF 6.7 million for the twelve-month period ended
December 31, 2025. The net profit of CHF 7.1 million recognized for the same period ended December 31, 2024 was primarily due
to the sale of a part of the business of the Group to Neurosterix Group, generating a discontinued net gain before tax of CHF 11.97
million (note 22). The amount of deferred income tax assets that arises from sources other than tax losses carried forward and the
amount of deferred income tax liabilities remain insignificant compared to the unrecognized tax losses carried forward as of December
31, 2025.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 55 of 79
The tax losses carried forward by the Group and their respective expiry dates are as follows:
December 31, 2025
December 31, 2024
2025……………………………………………………….
-
3,586,490
2026……………………………………………………….
23,129,685
23,467,840
2027……………………………………………………….
12,590,566
12,590,566
2028……………………………………………………….
28,427,419
28,427,419
2029……………………………………………………….
65,365,173
65,365,173
2030……………………………………………………….
33,835,017
33,835,017
2031……………………………………………………….
8,520,992
8,224,914
2032……………………………………………………….
1,655,352
-
Total unrecorded tax losses carry forwards……....
173,524,204
175,497,419
As of December 31, 2025, the unrecorded tax losses carried forward amounted to CHF 173,524,204 (2024: CHF 175,497,419).
20. Retirement benefit obligations
Apart from the social security plans fixed by the law, the Group sponsors an independent pension plan. The Group has contracted
with Swiss Life for the provision of occupational benefits. All benefits in accordance with the regulations are reinsured in their entirety
with Swiss Life within the framework of the corresponding contract. This pension solution fully reinsures the risks of disability, death
and longevity with Swiss Life. Swiss Life invests the vested pension capital and provides a 100% capital and interest guarantee. The
pension plan is entitled to an annual bonus from Swiss Life comprising the effective savings, risk and cost results. Although, as is the
case with many Swiss pension plans, the amount of ultimate pension benefit is not defined, certain legal obligations of the plan create
constructive obligations on the employer to pay further contributions to fund an eventual deficit; this results in the plan nevertheless
being accounted for as a defined benefit plan. All employees are covered by this plan, which is a defined benefit plan. Retirement
benefits are based on contributions, computed as a percentage of salary, adjusted for the age of the employee and shared
approximately 40% / 60% by employee and employer in 2025. 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. Assets are held in
the insurance company. 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 paid pension contributions related to continuing
activities for CHF 60,392 in 2025 (2024: CHF 34,686) and recognized a net gain of CHF 45,425 in the statement of Profit or Loss in
2024 primarily due the modification of the plans effective on April 1, 2024.
Employment benefit obligations
The amounts recognized in the balance sheet are determined as follows:
December 31, 2025
December 31, 2024
Defined benefit obligation………..…………...………...
(5,126,017)
(2,108,384)
Fair value of plan assets…………………….…………..
4,754,409
1,944,133
Shortfall on funded status …………………………..
(371,608)
(164,251)
The shortfall on funded status amounted to CHF 371,608 and CHF 164,251 as of December 31, 2025 and 2024, respectively and
increased by CHF 0.2 million between both periods primarily due to an actuarial loss from experience adjustment in the calculation
of the defined benefit obligation.
The amounts recognized as continuing operations in the statement of comprehensive profit or loss are as follows:
2025
2024
Current service cost……………….…………………….
(30,086)
(20,383)
Past service cost……………….………………..………
-
66,273
Interest cost………………………..………...…………..
(21,598)
(23,182)
Interest income…………………..……………….…......
19,441
22,717
Company pension gain / (cost) (note 18)……..........
(32,243)
45,425
The past service cost of CHF 66,273 recognized in 2024 is primarily due to the modification of pension plans effective on April 1,
2024.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 56 of 79
The amounts recognized as discontinued operations in the statement of comprehensive profit of loss under “net profit or loss from
discontinued operations” are as follows:
2025
2024
Current service cost……………….…………………….
-
(59,730)
Past service cost……………….………………..………
-
20,296
Interest cost………………………..………...…………..
-
(34,030)
Interest income…………………..……………….…......
-
30,971
Company pension amount (note 22)…….................
-
(42,493)
Pension costs reported under discontinued operations relate to employees who were transferred to Neurosterix Group in April 2024.
This transfer generated a positive past service cost of CHF 433,791 recognized in the statement of profit and loss under “net profit or
loss from discontinued operations” as net gain related to the sale of activities (note 22).
The movements in the defined benefit obligations during the year are as follows:
2025
2024
Defined benefit obligation at beginning of year............
(2,108,384)
(9,138,045)
Current service cost………………………....................
(30,086)
(80,111)
Past service cost………………………………………...
-
520,360
Interest cost………………………………...………..…..
(21,598)
(57,212)
Employee contributions……………………….………...
(20,929)
(70,748)
Actuarial (loss) / gain arising from changes in financial
assumptions.……………………………………………..
212,470
(176,520)
Actuarial loss on experience adjustment…………..…
(459,035)
(184,372)
Benefits (paid) / deposited………...…………………...
(2,698,455)
7,078,264
Defined benefit obligations at end of year………....
(5,126,017)
(2,108,384)
The movements in the fair value of plan assets during the year are as follows:
2025
2024
Fair value of plan assets at beginning of year…….......
1,944,133
8,694,521
Interest income………………………………………......
19,441
53,688
Employee contributions……..…………………..….......
20,929
70,748
Employer contributions………..………………………...
39,464
92,285
Plan assets loss……………………...…………..……...
31,987
111,155
Benefits paid / (deposited)…………….……..………....
2,698,455
(7,078,264)
Fair value of plan assets at end of year……………..
4,754,409
1,944,133
The defined benefit obligations and the fair value of the plan assets slightly increased between the years ended December 31, 2025
and 2024 primarily due to an increased number of employees.
As of the date of the preparation of these consolidated financial statements, the 2025 annual report of the pension fund has not yet
been issued, and therefore the detailed structures and assets held at December 31, 2025, are not currently available for presentation.
However, the detailed assets held at December 31, 2024, which were reported to the Group on May 20, 2025 by its plan administrator,
are as follows:
December 31, 2024
Cash………………………………………………………
1.81%
Bonds…………………………………………................
42.94%
Equity instruments……………………………………….
19.34%
Real estate……………………………………................
24.29%
Mortgages…………………………………….................
10.32%
Derivatives……………………………………………….
1.30%
Total………………………………………………………
100.00%
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 57 of 79
The principal actuarial assumptions used were as follows:
December 31, 2025
December 31, 2024
Discount rate………………………...……………..........
1.30%
1.00%
Mortality tables………………..………………………….
BVG2020 GT
BVG2020 GT
Salary growth rate……………………………………….
0.90%
1.00%
Pension growth rate….………………………………….
0.00%
0.00%
The following sensitivity analysis shows the impact of increasing or decreasing certain assumptions on the defined benefit obligation
of the Swiss pension plan:
-
0.25% increase or decrease in the discount rate would lead to a decrease of 3.54% (2024: 3.99%) or an increase of 4.02% (2024:
4.64%) in the defined benefit obligation.
-
0.25% increase or decrease in the interest rate on retirement savings capital would lead to an increase of 0.55% (2024: 0.09%)
or a decrease of 0.54% (2024: 0.08%) in the defined benefit obligation.
-
0.25% increase or decrease in salaries would lead to an increase of 0.01% (2024: 0.06%) or a decrease of 0.01% (2024: 0.03%)
in the defined benefit obligation; and
-
+/-1 year in the life expectancy would lead to an increase of 1.44% (2024: 1.54%) or a decrease of 1.50% (2024: 1.59%) in the
defined benefit obligation.
The discount rate and life expectancy were identified as significant actuarial assumptions for the Swiss pension plan.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligations to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated
with the projected unit credit method at the end of the reporting period) has been applied as that used in calculating the pension
liability recorded on consolidated balance sheets.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
The estimated employer contributions to pension plans for the financial year 2026 amounts to CHF 113,000.
The following table shows the components of the costs recognized in other comprehensive income, related to continuing operations:
2025
2024
Actuarial (loss)/ gain on defined benefit obligation……
(246,565)
(224,221)
Actuarial loss on plan assets…………….……………..
31,988
21,832
Total ……………...………………………………………
(214,577)
(202,389)
The following table shows the components of the costs recognized in other comprehensive income, related to discontinued operations:
2025
2024
Actuarial (loss)/ gain on defined benefit obligation……
-
(136,671)
Actuarial loss on plan assets…………….……………..
-
89,323
Total ……………...………………………………………
-
(47,348)
The following table shows the estimated benefit payments related to employee and employer contributions for the next ten years
where the number of employees remains constant:
2026….........….........….........…...................................
178,000
2027….........….........….........…...................................
172,000
2028….........….........….........…...................................
171,000
2029….........….........….........…...................................
177,000
2030….........….........….........…...................................
193,000
2031-2035................….........…...................................
2,304,000
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 58 of 79
21. Finance result, net
2025
2024
Interest income ………………………………………….
-
9,165
Interest expense on leases…………………………......
(1,934)
(1,938)
Interest cost……………………………..………............
(487)
(1,609)
Foreign exchange net gain / (loss)……………..……..
(13,126)
17,430
Finance result, net..………...………………………….
(15,547)
23,048
The evolution of the finance result net related to continuing operations is primarily driven by foreign exchanges differences on U.S
Dollar cash deposits .
22. Discontinued operations
On February 8, 2024, the Group signed a non-binding term sheet with Perceptive Advisors related to the divestment of part of its
business. On April 2, 2024, the sale became effective. The allosteric modulator drug discovery technology platform and a portfolio of
preclinical programs have been divested to a new Swiss company, Neurosterix Pharma Sàrl that has received a funding of USD 65
million from a syndicate of investors led by Perceptive Advisors (Perceptive Xontogeny Venture Fund II L.P, Perceptive Life Sciences
Master Fund Ltd and Acorn Bioventures 2, L.P) (the “Neurosterix Transaction” or “Transaction”). The Group received gross proceeds
of CHF 5.0 million in cash and an equity interest representing 20% of Neurosterix US Holdings LLC (note 1). The Group retained its
partnerships with Janssen Pharmaceuticals, Inc. and Indivior PLC, as well as unpartnered clinical stage assets including dipraglurant
for Parkinson’s disease and post-stroke/TBI recovery and its preclinical GABAB PAM program for chronic cough. The Transaction
includes the transfer of the associated R&D staff and infrastructure. As part of the Transaction, the Group and Neurosterix Pharma
Sàrl entered into a service agreement which provides the Group with access to certain staff and infrastructure at zero cost to ensure
the operation of the Group retained business until December 31, 2024. As of January 1, 2025, the agreement was not formally
renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero cost (note
10).
As the allosteric modulator drug discovery technology platform and a portfolio of preclinical programs have been sold on April 2, 2024,
such activities have been identified as discontinued operations for the period beginning on January 1, 2024 and terminating on April
1, 2024. The net gain of the sale of activities amounted to CHF 13,943,595 during the twelve-month period ended December 31,
2024. During the same period ended December 31, 2025, the Group recognized an additional gain from discontinued operations of
CHF 114,342 from the sale of activities, related to a consideration receivable considered as contingent during previous periods. As
of December 31, 2025, there was no remaining contingent consideration receivable.
Financial performance of discontinued operations:
2025
2024
Other income………………………..............................
-
38,401
Research and development……………………………..
-
(1,337,936)
General and administration………………………………
-
(673,259)
Total operating costs…………………………………...
-
(2,011,195)
Operating loss…………………………………………...
-
(1,972,794)
Finance expense………………………………………….
-
(5,672)
Net loss before tax………………….............................
-
(1,978,466)
Income tax expense………………….............................
-
-
Net loss from discontinued operations……………...
-
(1,978,466)
Net gain of the sale of activities after income tax………
114,342
13,943,595
Total net gain from discontinued operations….…..
114,342
11,965,129
Operating costs of discontinued operations:
2025
2024
Staff costs………………...............................................
-
1,422,182
Depreciation………………………………………………
-
67,422
External research and development cost……………..
-
333,278
Laboratory consumables……………….......................
-
17,735
Patent maintenance and registration costs…………..
-
62,563
Professional fees………………………........................
-
38,271
Short-term leases……………………………………….
-
8,329
Other operating costs…………………………………..
-
61,415
Total discontinued operating costs………………..
-
2,011,195
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 59 of 79
Discontinued operating costs are primarily driven by staff and external research and development costs.
Cash flows of discontinued operations:
2025
2024
Net profit / (loss) from discontinued operations….
114,342
11,965,129
Adjustments for:
Net gain on Neurosterix transaction…………........
(114,342)
(13,943,595)
Value of share-based services……………………..
-
327,681
Post-employment benefits…………………………..
-
(27,338)
Depreciation………………………………………......
-
67,422
Finance cost net………………………………………
-
5,672
Decrease in trade and other receivables………………
-
12,702
Increase in prepayments………………………………
-
(151,695)
Increase in other current assets………………………..
-
(7,967)
Decrease in payables and accruals………
-
(811,126)
Decrease in deferred income……………..
-
(38,401)
Net cash flow used in operating activities...............
-
(2,601,516)
Net cash flow from investing activities……………..
Consideration from Neurosterix Transaction…………
114,342
5,119,754
Legal fees paid for Neurosterix Transaction…………..
-
(473,270)
Net cash from in investing activities……................
114,342
4,646,484
Cash flows used in financing activities………………
Principal element of lease payment….........................
-
(63,772)
Interest paid……………………………………………...
-
(5,672)
Net cash used in financing activities……………….
-
(69,444)
Net cash from discontinued activities……………
114,342
1,975,524
Net cash flow from discontinued activities amounted to CHF 0.1 million for the twelve-month period ended December 31, 2025. For
the same period ended December 31, 2024, it amounted to CHF 2.0 million including gross proceeds of CHF 5.0 million from the sale
of activities partially offset by the net cash flow used in discontinued operating activities for CHF 2.6 million and CHF 0.5 million paid
for Neurosterix transaction.
Details of the net gain of the sale of activities:
2025
2024
Consideration received
Cash in from Neurosterix Pharma Sàrl sale…………..
-
5,000,000
Fair value of Neurosterix US Holdings LLC’s
participation…………………………………………
-
9,428,400
Net gain on Neurosterix Pharma Sàrl derecognition
(IFRS10)……………………………………………
-
539,250
Retirement benefit obligation of employees leaving
the Group (IAS 19) (note 20)……………………….
-
433,791
Fair value of service agreement…………………………
-
182,348
Net debt liabilities related to Neurosterix Pharma Sàrl
(IFRS 16)……………………………………………..
-
11,144
Other consideration………………………………………
114,342
-
Total Disposal consideration………………………...
114,342
15,594,933
Investment in Neurosterix Pharma Sàrl……………….
-
(20,000)
Legal fees paid for Neurosterix Transaction…………..
-
(473,269)
Accelerating vesting ESOP/DSPPP…………………...
-
(1,158,069)
Total costs related to activities sold………………..
-
(1,651,338)
Net gain on sale before income tax………………...
114,342
13,943,595
Income tax expense on gain……………………………
-
-
Net gain on sale after income tax…………...............
114,342
13,943,595
The total net fair value of the sales of activities amounted to CHF 14.1 million including CHF 5.0 million in cash and CHF 9.4 million
for the equity interest of 20% in Neurosterix US Holdings LLC.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 60 of 79
23. Interests in associates
On April 2, 2024, the Group received an equity interest of 20% in Neurosterix US Holdings LLC domiciliated in the US and parent
company of Neurosterix Pharma Sàrl as part of Neurosterix transaction (note 22). Neurosterix’ Group primarily operates in Switzerland
and uses Swiss franc as functional currency and US Dollars as presentation currency. The carrying amount of the equity-accounted
investment in Neurosterix’ Group has changed as follow:
2025
2024
Balance as of January 1 ………………………...........
7,087,142
-
Fair value of Neurosterix US Holdings LLC equity
interest………………………………………………….
-
9,428,400
Share of net loss of Neurosterix’s Group………………
(4,012,443)
(2,177,157)
Share of other comprehensive gain / (loss) of
Neurosterix’s Group…………………………………...
773,097
(164,101)
Balance as of December 31
3,847,796
7,087,142
The summarized balancesheet of Neurosterix’ Group is indicated as below in Swiss francs:
December 31, 2025
December 31, 2024
Current assets………………………..............................
24,419,137
19,488,067
Non-current assets……………………………………….
15,240,097
15,054,727
Current liabilities………………………………………….
2,491,407
2,332,589
Non-current liabilities………………………………….....
618,416
709,052
Net assets (100%)……………………………………….
36,549,411
31,501,153
Group share of net assets (20%)………………………
7,309,882
6,300,231
As of December 31, 2025, the equity-accounted investment in Neurosterix’ Group was CHF 3.5 million below the Group’s share of
net asset in Neurosterix, primarily due to a funding executed by Neurosterix’Group during the fourth quarter of 2025 that did not
change Addex’s ownership interest.
As of December 31, 2024, the equity-accounted investment in Neurosterix’ Group was CHF 0.8 million above the Group’s share of
net asset in Neurosterix primarily due to the fair value of the equity-accounted investment in Neurosterix initially assessed on April 2,
2024, using a financial valuation method.
The summarized statement of comprehensive loss of Neurosterix’ Group is indicated as below in Swiss francs:
2025
2024
Income……………………….........................................
105,460
298,379
Net loss for the period………….………..……………….
(20,037,010)
(10,885,785)
Other comprehensive gain / (loss)……………….……
3,865,477
(820,507)
Total comprehensive loss…………………………….….
(16,171,533)
(11,706,292)
24. Financial assets at fair value through other comprehensive income
In June 2025, the Group invested CHF 795,029 in Stalicla SA and received 23,342 preferred shares with attached derivative financial
instruments (note 25). The purchase price allocation was performed on the basis of the fair value of the derivative financial
instruments, with the residual amount allocated to the preferred shares, initially recognized at CHF 285,962. The Group has made
the irrevocable election to classify the 23,342 preferred shares received at fair value through other comprehensive income rather than
through the statements of profit or loss, as the shares are held for strategic purposes and not for trading
As of December 31, 2025, the fair value of the unlisted securities of Stalicla SA (level 3) remained unchanged:
December 31, 2025
Stalicla SA………………………………………….
285,962
Total
285,962
25. Derivative financial instruments
As part of its investment in 23,342 preferred shares of Stalicla SA executed in June 2025 (note 24), the Group was granted several
related financial instruments. These comprised an anti-dilution protection through a ratchet mechanism, 23,342 phantom shares
entitling the Group to proceeds equivalent to those distributable to 23,342 ordinary shares, 23,342 warrants with a ten-year exercise
period at a strike price of CHF 34.05 to purchase 23,342 ordinary shares and 3,591 warrants with a five-year exercise period, a strike
price of CHF 0.10 to purchase 3,591 preferred shares. These financial instruments are classified as derivatives and valued at fair
value (level 3) using Black-Scholes and binomial valuation models. On initial recognition, their aggregate fair value amounted to
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 61 of 79
CHF 509,067. The fair value of phantom shares was capped at the fair value of the preferred shares, as the management concluded
that the two values should be deemed equivalent. As a result, an amount of CHF 111,552 was not recorded as phantom shares.
As of December 31, 2025, the fair value (level 3) of these derivative financial instruments, driven by the value of Stalicla SA shares
(note 24), remained unchanged:
December 31, 2025
Phantom shares…………………………………………
285,962
Anti-dilution protection…………...……………………..
102,547
Warrants………………………………………………….
120,558
Total………………………………………………………
509,067
The following table presents the Group’s financial assets measured and recognized at fair value at December 31, 2025 :
Period ended December 31, 2025
Levels
1 and 2
Level 3
Total
Financial assets at fair value through profit and loss (FVPL)...
Phantom shares (Stalicla SA)……………………………………
-
285,962
285,962
Anti-dilution protection (Stalicla SA)…………………………….
-
102,547
102,547
Warrants (Stalicla SA)………………………………………........
-
120,558
120,558
Financial assets at fair value through other comprehensive
income (OCI)………………………………………………………
Preferred shares (Stalicla SA) (note 24)………………………..
-
285,962
285,962
Total financial assets………………………………………….
-
795,029
795,029
Certain inputs used to measure the fair value of the financial instruments related to the investment in Stalicla SA (note 24) were not
based on observable market data and have been classified at a level 3 in the fair value hierarchy.
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value
measurement and how a reasonable possible change in the input would affect the fair values:
Description
Fair value
at
December
31, 2025
Unobservable inputs
Range of
inputs
Relation of unobservable inputs to fair
value
Preferred shares
(Stalicla SA)….
285,962
(1)
CHF 17-
CHF 30
(2)
Phantom shares
(Stalicla SA)…
285,962
Underlying
Stalicla’s
share price used in Black-
Scholes valuation model,
determined by the price
paid
by
external
investors. The fair value
of phantom shares is
capped at the fair value of
preferred shares
CHF 17
A 10% increase or decrease in Stalicla’s
underlying share price would increase or
decrease the fair value for respectively
CHF 39,682 and CHF 36,138. In both cases
the fair value would remained capped at the
fair value of preferred shares.
Anti-dilution
protection
(Stalicla SA).....
102,547
Sale price of Stalicla’
shares
used
in
the
different
scenarios
in
binomial
valuation model
CHF 17
-CHF30
A 10% increase or decrease in the sale price
of Stalicla’ shares under the scenario used in
the binomial valuation model, would increase
or decrease the fair value for respectively
CHF 25,064 and CHF 18,949.
Warrants
(Stalicla SA)….
60,547
Underlying
Stalicla’s
share price used in Black-
Scholes valuation model,
determined by the price
paid by external investors
CHF 17
A 10% increase or decrease in Stalicla’s
underlying share price would increase or
decrease the fair value for respectively
CHF 15,673 and CHF 12,791
Warrants
(Stalicla SA)…..
60,011
Underlying
Stalicla’s
share price used in Black-
Scholes valuation model,
determined by the price
paid by external investors
CHF 17
A 10% increase or decrease in Stalicla’s
underlying share price would increase or
decrease the fair value for respectively
CHF 6,091 and CHF 5,538
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 62 of 79
(1) The fair value of the preferred shares was determined as the residual amount between the subscription price of CHF 795,029 and
the fair value of the derivative financial instruments measured using Black-Scholes and binomial valuation models. The fair value of
the phantom shares was capped at the fair value of the preferred shares.
(2) An increase or decrease of 10% in Stalicla’s underlying share price used to calculate the fair value of the anti-dilution protection
through ratchet mechanism and warrants would conduct to a decreased or increased fair value of respectively CHF 21,697 and
CHF 20,357.
26. Profit or loss per share
Basic profit or loss per share is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted
average number of shares in issue during the period excluding treasury shares. Diluted loss per share and diluted profit per share
including a loss from continuing operations are calculated excluding our options and warrants as they would be antidilutive and our
treasury shares.
2025
2024
Net loss from continuing operations….........................
(6,842,588)
(4,909,342)
Net profit from discontinued operations……………….
114,342
11,965,129
Net profit / (loss) attributable to equity holders of
the company…………………………………………….
(6,728,246)
7,055,787
Weighted average number of shares in issue
107,371,457
98,112,826
Basic
and
diluted
profit
/
(loss)
per
share……………………………………………………...
(0.06)
0.07
From continuing operations….……………
(0.06)
(0.05)
From discontinued operations……..............
-
0.12
The Company has three categories of dilutive potential shares: treasury shares, share options and warrants which have been ignored
in the calculation of the result per share for the years ended December 31, 2024 and 2025.
In addition to treasury shares, the total number of dilutive instruments as of December 31, 2025 is 66,508,150 which consists of
7,956,764 share options, 2,741,666 warrants granted to a group of investors in June 2026 and 55,809,720 warrants granted to one
investor (9,230,772 warrants in December 2021, 15,000,000 in July 2022 and 31,578,94 in April 2023, respectively). As of December
31, 2024, the total number of dilutive instruments is 69,683,409 and primarily consists of 8,006,791 share options, 5,866,898 warrants
granted to investors on March 28, 2018 and 55,809,720 warrants granted to one investor.
27. Commitments and contingencies
Capital commitments
As at December 31, 2025 and 2024, 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. Currently, there
is no outstanding litigation with a possible negative effect on the Group.
28. Related party transactions
Related parties include members of the Board of Directors, the Executive Management of the Group and contracts with Neurosterix
Group. The following transactions were carried out with related parties:
Key management compensation
2025
2024
2025
2024
Continuing operations
Discontinued operations
Salaries, other short-term employee
benefits and post-employment benefits...
474,976
341,575
-
664,525
Share-based compensation….………….
69,850
167,066
-
1,260,638
Total……………………………………….
544,826
508,641
-
1,925,163
Salaries, other short-term employee benefits and post-employment benefits relate to members of the Board of Directors and Executive
Management who are employed by the Group. The Group had a net payable to the Board of Directors and Executive Management
of CHF 0.1 million as of December 31, 2025 and December 31, 2024. Share-based compensation relates to the fair value of equity
incentive units recognized through profit and loss following their vesting plan.
Addex Therapeutics Annual Report 2025 │ Consolidated Financial Statements Notes
Page 63 of 79
Transactions with Neurosterix Group
On April 2, 2024, Addex Group divested a part of its business to Neurosterix Pharma Sàrl (note 22). As part of the transaction, Addex
Group received gross proceeds of CHF 5.0 million in cash, an equity interest of 20% of Neurosterix US Holdings LLC whose fair value
amounted to CHF 9.42 million and concluded a service agreement allowing Key Members of Addex staff transferred to Neurosterix
Pharma Sàrl, including the Chief Executive Officer to support the activities of the Addex Group at zero cost until December 31, 2024.
As of January 1, 2025, the agreement was not formally renewed. However, Neurosterix agreed to provide the Group with access to
certain employees and infrastructure at zero cost (note 10).
The fair value of the service agreement amounted to CHF 141,018 (note 10) during the twelve-month period ended December 31,
2025 (CHF 182,348 in 2024). As of December 31, 2025, there were no transaction pending to be paid between Neurosterix Group
and Addex Group. As of December 31, 2024, Neurosterix Group owed CHF 7,967 to Addex Group.
Transactions with Stalicla SA
In June 2025, the Group invested a total amount of CHF 795,029 in Stalicla SA and received 23,342 preferred shares and derivative
financial instruments (notes 24 and 25). In July 2025, Tim Dyer has been appointed President of the Board of Stalicla SA.
29. Events after the balance sheet date
From January 1, 2026 to the issuance date of these consolidated financial statements, the Group sold 4,068,074 shares at an average
price of CHF 0.048 for total gross proceeds of CHF 195,833. Of these shares, 3,422,520 have been sold in a form of ADSs for total
gross proceeds of USD 208,698 (CHF 163,160) at an average price of USD 7.32 per ADS (equivalent to CHF 0.045 per share). The
number of outstanding shares amounts to 151,901,337 shares at the issuance date of the consolidated financial statements excluding
66,753,159 treasury shares directly held by Addex Pharma SA and including 29,904,690 outstanding shares benefiting from our
DSPPP considered as treasury shares under IFRS 2.
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 64 of 79
STATUTORY AUDITOR’S REPORT
To the general meeting of Addex Therapeutics Ltd, Plan-les-Ouates
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Addex Therapeutics Ltd and its subsidiaries (the Group),
which comprise the consolidated balance sheet as at 31 December 2025, and the consolidated statement of profit or
loss, consolidated statement of comprehensive profit or loss, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion the accompanying consolidated financial statements (pages 30 to 63) give a true and fair view of the
consolidated financial position of the Group as at 31 December 2025 and its consolidated financial performance and
its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and comply with
Swiss law.
Basis for Opinion
We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards
on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the
“Responsibilities of the Auditor for the Audit of the Consolidated Financial Statements“ section of our report. We are
independent of the Group in accordance with the provisions of Swiss law, together with the requirements of the Swiss
audit profession that are relevant to audits of the financial statements of public interest entities, as well as those of
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA-Code), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 4 in the consolidated financial statements, which indicates that the Group future viability
is dependent on its ability to raise additional capital through public or private financings or collaboration agreements
to finance its future operations. The Group expects that its existing cash and cash equivalents be sufficient to fund
its operations and meet all of its obligations as they fall due, through mid-June 2026. As stated in Note 4, these
events or conditions, along with other matters as set forth in Note 4, indicate that a material uncertainty exists that
may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 65 of 79
Key Audit Matter
How the Key Audit Matter was addressed in the
audit
Accounting for the Stalicla Investment and
derivatives
In 2025, the Group acquired a stake in a company
called Stalicla SA, involving the acquisition of
multiple financial instruments.
The
transaction
involved
various
forms
of
consideration, including ordinary shares, different
warrants, anti-dilution protection, and phantom
equity participation rights.
This requires complex judgments, including the
identification of financial instruments and their fair
value measurement.
The
accounting
treatment
and
the
related
disclosures under IFRS Accounting Standards were
critical to users' understanding of the transaction,
and therefore, we identified the accounting of
Stalicla SA investment and derivatives as a Key
Audit Matter.
Refer to note "24. Financial assets at fair value
through other comprehensive income"
and note "25. Derivative financial instruments".
We have obtained and read the relevant
investment
agreements
and
related
legal
documentation to identify all financial instruments
arising from the transaction and assess their
classification under IFRS 9.
We have tested the investment and related
payments by agreeing amounts to supporting
documentation and evidence of title.
We have evaluated management’s assessment of
the initial and subsequent measurement of the
equity and derivative instruments, including the
appropriateness of the FVOCI designation election
and recoverability.
With the assistance of our valuation specialists, we
have assessed the valuation methodologies, key
assumptions and significant unobservable (Level 3)
inputs used to determine fair values.
We have assessed the adequacy and completeness
of the related disclosures in the financial
statements in accordance with IFRS 13 and IAS 1.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the consolidated financial statements, the financial statements,
the compensation report and our auditor’s reports thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information,we are required to report that fact. We have nothing to report in this regard.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Consolidated Financial Statements
Page 66 of 79
Responsibilities of the Board of Directors for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the consolidated financial statements, which give a true
and fair view in accordance with IFRS Accounting Standards and the provisions of Swiss law, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations,
or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Swiss law, ISA and SA-CH will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located on
EXPERTsuisse’s website at:
https://expertsuisse.ch/audit-report. This description forms an integral part of our report.
Report on Other Legal and Regulatory Requirements
In accordance with Art. 728a para. 1 item 3 CO and PS-CH 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.
Geneva, 30 April 2026
BDO Ltd
Philipp Kegele
Licensed Audit Expert
Auditor in Charge
Nigel Le Masurier
Licensed Audit Expert
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements
Page 67 of 79
Statutory Financial Statements of Addex
Therapeutics Ltd as at December 31, 2025
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements
Page 68 of 79
Balance Sheets
as at December 31, 2025 and December 31, 2024
Notes
December 31,
2025
December 31,
2024
Amounts in Swiss francs
ASSETS
Current assets
Cash and cash equivalents………………………………..
194,786
130,820
Trade and other receivables………………………………
-
834
Accrued income and prepayments……………………….
3,787
36,528
Total current assets………………………………………
198,573
168,182
Non-current assets
Investments in Subsidiaries……………...……...………...
8
3
3
Investment in Associates………………………………….
8
7,087,142
7,087,142
Other financial investments……………………………….
8
795,029
-
Other non-current assets
Subordinated Loans to Subsidiaries………………..
9
4,308,243
6,132,134
Total non-current assets…………………….…………..
12,190,417
13,219,279
Total assets………………………………………..……....
12,388,990
13,387,461
LIABILITIES AND EQUITY
Current liabilities
Trade payables…...…………………………………..…....
214,148
28,394
Other payables - third parties…………….……................
59,891
42,875
Accruals……….………………………………….…………
227,727
116,617
Total current liabilities……………………………..…….
501,766
187,886
Equity
Share capital……………………………………..…………
10
2,186,545
1,843,545
Statutory capital reserve ………………………………….
10
38,223,179
38,368,718
Reserve from capital contribution. ………………………
10
64,620,222
64,620,223
Treasury shares reserve…………………………………...
11
715,747
570,207
Non-voting equity securities (*)……………..……………..
p.m
p.m
Accumulated deficit………………………………………...
(93,858,469)
(92,203,118)
Total equity………………….……………………………..
10
11,887,224
13,199,575
Total liabilities and equity………...….………………….
12,388,990
13,387,461
(*) p.m. = pro memoria. Non-voting equity securities have no nominal value.
The accompanying notes form an integral part of these financial statements.
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements
Page 69 of 79
Statements of Profit or Loss
for the years ended December 31, 2025 and 2024
Notes
December 31,
2025
December 31,
2024
Amounts in Swiss francs
Operating costs
Professional fees…………………………………...….......
12
(904,815)
(614,045)
Costs related to the sale of Subsidiaries and offerings…
12
(36,042)
(11,297)
Other operating costs………………………………………
12
(503,855)
(513,722)
Provision for loans to Subsidiaries……...…………..........
9
(236,911)
(2,228,219)
Provision for investments in Associates………………….
8
-
(2,341,258)
Taxes………………………………………………………...
(6,890)
(6,539)
Total operating costs……………………………………..
(1,688,513)
(5,715,080)
Finance income……………………………………………..
33,161
3,746
Finance expenses…………………………………...……..
-
(46,628)
Finance result……………………………………………...
13
33,161
(42,882)
Extraordinary income………………………………………
141,018
14,428,400
Extraordinary expenses…………………………………...
(141,018)
(464,879)
Extraordinary result, net…………………………………
14
-
13,963,521
Net (loss) / gain before taxes……………………………
(1,655,352)
8,205,559
Income tax expense…………………..……...…………….
-
Net (loss) / gain for the year…………………………….
(1,655,352)
8,205,559
The accompanying notes form an integral part of these financial statements.
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements Notes
Page 70 of 79
Notes to the Statutory Financial Statements for the years
ended December 31, 2025 and 2024
(amounts in Swiss francs)
1.
General
Addex Therapeutics Ltd, formerly Addex Pharmaceuticals Ltd, was founded on February 19, 2007 and domiciled C/O Addex Pharma
SA, Chemin des Aulx 12, CH1228 Plan-les-Ouates, Geneva, Switzerland.
2.
Accounting Policies
These financial statements have been prepared in accordance with the provisions of commercial accounting as set out in the Swiss
Code of Obligations (Art. 957 to 963b CO). Significant balance sheet items are accounted for as follows:
Cash and cash equivalents
Cash and cash equivalents include cash on hand. Any bank overdrafts are not netted against cash and cash equivalents but are
shown as part of current liabilities on the balance sheet.
Loans and other receivables
Loans and other short-term receivables are carried at their nominal value. Impairment charges are calculated for these assets on an
individual basis, and no general allowance is recorded.
Foreign currencies
Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses
resulting from the settlement of such transactions and from the remeasurement of current assets and current liabilities denominated
in foreign currencies are recognized in financial income and financial expense. Net unrealized gains on non-current assets and
liabilities are deferred in non-current liabilities, and net unrealized losses are recognized in financial expense.
3.
Guarantees, other indemnities and assets pledged in favor of third parties
As of December 31, 2025 and December 31, 2024, there were no guarantees, other indemnities or assets pledged in favor of third
parties.
4.
Pledges on assets to secure own liabilities
As of December 31, 2025 and December 31, 2024, there were no assets pledged to secure own liabilities.
5.
Lease commitments not recorded in the balance sheet
As of December 31, 2025 and December 31, 2024, there were no lease commitments not recorded in the balance sheet.
6.
Amounts due to pension funds
As of December 31, 2025 and December 31, 2024, there were no amounts due to pension funds.
7.
Full-time positions
The company as the holding of the Group, did not employ any full-time equivalent employees (“FTEs”) during the years ending
December 31, 2025 and December 31, 2024.
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements Notes
Page 71 of 79
8.
Significant investments
Addex Therapeutics Ltd as a holding company for the Addex Therapeutics Group owns:
1 Neurosterix US Holdings LLC is the parent company of the fully owned companies Neurosterix Swiss Holdings AG with a capital of CHF 100,000 and the operating company Neurosterix Pharma
Sàrl with a capital of CHF 20,000.
2 Neurosterix SA is an indirect shareholding, all the shares are fully-owned by Addex Pharma SA. As of December 31, 2024, the share capital of CHF 100,000 was paid up at CHF 50,000.
As at December 31, 2025 and 2024, the Company has provided for its investments as follows:
December 31, 2025
December 31, 2024
Investment in Addex Pharma SA……………………….
3,987,492
3,987,492
Provision for investment in Addex Pharma SA………..
(3,987,491)
(3,987,491)
Investment in Addex Pharmaceuticals France SAS….
1
1
Investment in Addex Pharmaceuticals Inc………..…...
1
1
Investment in Neurosterix US Holdings LLC…………
7,087,142
9,428,400
Provision for investment in Neurosterix US Holdings
LLC………………………………………………………..
-
(2,341,258)
Investment in Stalicla A.G………………………………
795,029
-
7,882,174
7,087,145
9.
Other non-current assets – loans to Group companies
As at December 31, 2025 and 2024, the Company has provided for its loan to Addex Pharma SA as follows:
December 31, 2025
December 31, 2024
Subordinated loan to Addex Pharma SA………………
240,424,501
242,011,482
Provision for loan to Addex Pharma SA………………..
(236,116,259)
(235,879,348)
4,308,242
6,132,134
The loan to Addex Pharma SA is subordinated to the claims of other creditors of the subsidiary up to CHF 242,011,482.
Interest in
capital &
votes % as of
December
31,
Company
Business
Capital
2025
2024
Addex Pharma SA,
Plan-les-Ouates, Switzerland
Research &
development
CHF 3,987,492
100%
100%
Addex Pharmaceuticals France
SAS, Archamps, France
Research &
development
EUR 37,000
100%
100%
Addex Pharmaceuticals Inc.,
Delaware, USA
Research &
development
USD 1
100%
100%
Neurosterix US Holdings LLC1
Research &
development
USD 928,571
20%
20%
Neurosterix SA,2
Plan les Ouates, Switzerland
Research &
development
CHF 100,000
100%
100%
Stalicla AG,
Geneva. Switzerland
Research &
development
CHF 235,599
0.99%
-
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements Notes
Page 72 of 79
10. Equity
Statutory capital reserves,
from…
Share capital
…capital
contribution
…retained
earnings
other equity
Treasury
shares reserve
Accumulated
deficit
Total
January 1,
2024......................
1,843,545
202,037,045
(163,708,099)
64,620,223
609,979
(100,408,677)
4,994,016
Transfer to treasury
shares reserve………..
-
39,772
-
-
(39,772)
-
Result of the
year…………………….
-
-
-
-
-
8,205,559
8,205,559
December 31,
2024……………………
1,843,545
202,076,817
(163,708,099)
64,620,223
570,207
(92,203,118)
13,199,575
Transfer to treasury
shares reserve………
-
(145,540)
-
-
145,540
-
-
Issue of treasury
shares………………….
343,000
-
-
-
-
-
343,000
Result of the
year…………………….
-
-
-
-
-
(1,655,352)
(1,655,352)
December 31,
2025……………………
2,186,545
201,931,277
(163,708,099)
64,620,223
715,747
(93,858,470)
11,887,223
At December 31, 2025 the total outstanding share capital is CHF 2,186,545 consisting of 218,654,496 shares with a nominal value
of CHF 0.01. At December 31, 2024 the total outstanding share capital is CHF 1,843,545 consisting of 184,354,496 shares with a
nominal value of CHF 0.01.
The capital band and conditional capital as at December 31, 2025 and 2024 amounted as described below:
December 31, 2025
December 31, 2024
Conditional capital……………………………………….
921,773
921,773
Capital band……………………………………………...
578,773
921,773
11. Treasury share reserve
This reserve relates to the purchase price of shares in Addex Therapeutics Ltd held by Group companies according to SIX Swiss
Exchange rules. The table shows movements in the number of shares and the treasury share reserve:
Number of registered
shares
% of issued
share capital
Treasury shares
reserves
Balance at January 1, 2024……………...
59,159,103
32.09%
609,979
Net sales………………..………………….
(3,097,576)
(39,772)
Balance at December 31, 2024………….
56,061,527
30.41%
570,207
Net sales…….………………..…………….
14,761,155
145,727
Balance at December 31, 2025………….
70,822,682
32.39%
715,934
12. Operating costs
Operating costs excluding provisions for loans to subsidiaries and for investments in associates amounted to CHF 1.4 million for the
twelve-month perioded ended December 31, 2025 compared to CHF 1.1 million for the same period in 2024. The increase of CHF
0.3 million is primarily due to higher professional fees.
13. Finance result
2025
2024
Net gain on sale of treasury shares……………………
26,817
3,746
Foreign exchange net gain /(loss)……….……………..
6,344
(46,628)
Finance result, net..………...………………………….
33,161
(42,882)
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements Notes
Page 73 of 79
14. Extraordinary result
2025
2024
Gain on the sale of Neurosterix Pharma Sàrl………….
-
14,428,400
Fair value of service agreement………………………..
141,018
182,348
Service agreement transferred to Addex Pharma SA.
(141,018)
(182,348)
Legal fees paid for Neurosterix Transaction………….
-
(424,879)
Other costs related to Neurosterix Transaction………
-
(40,000)
Extraordinary result, net...………...………………….
-
13,963,521
The extraordinary result, net decreased by CHF 13.96 million between the twelve-month periods ended December 31, 2024 and 2025
due to a net gain recognized in 2024 following the sale of a part of our business to Neurosterix Phama Sàrl on April 2, 2024 (note 22
of the consolidated financial statements). As part of the transaction, Addex Therapeutics Ltd received gross proceeds of CHF 5.0
million in cash, an equity interest of 20% of Neurosterix US Holdings LLC whose fair value amounted to CHF 9.43 million (note 8)
and a free services from Neurosterix allowing the Group to have access to certain staff and infrastrcuture at zero cost valued at a fair
value of CHF 182,348 for the twelve-month period ended December 31, 2024. As of January 1, 2025, the agreement was not formally
renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero cost and
this service agreement, directly benefiting to the fully owned subsidiary of the Group Addex Pharma SA has been valued at a fair
value of CHF 141,018 for the twelve-month period ended December 31, 2025.
15. Significant shareholders
According to the information available, based on disclosure notifications published to SIX, or information otherwise available to the
Company, the following shareholders own 3% or more of the company’s share capital as of December 31, 2025 and 2024:
December 31, 20251
December 31, 20241
Number of
shares
Interest in capital
in %
Number of
shares
Interest in capital
in %
Addex Pharma SA2
70,822,682
32.39%
56,061,527
30.41%
Tim Dyer3
16,848,979
7.71%
10,560,568
5.73%
Lock-up Group4
-
-
11,438,231
6.20%
1 This table presents the number of shares held by the shareholders listed therein. The derivative holdings held by such shareholders are not included.
2 The number of treasury shares held by Addex Pharma SA, subsidiary fully owned by Addex therapeutics, indicated above differs from the information published in the latest SIX
notification on November 1, 2025 and is based on information available to the Company as of December 31, 2025.
3 The number of shares held by Tim Dyer indicated above differs from the information published in the latest SIX notification on August 8, 2024 and is based on information available to
the Company as of December 31, 2025.
4 Lock-up group established by a lock-up agreement following the exercise of options granted to Board Members, Executive Managers and employees. As of December 31, 2025, the
lock-up group is below the 3% and is therefore not disclosed. As of December 31, 2024, Tim Dyer owns 3.41% of the voting rights within the lock-up Group and the other 23 other
shareholders individually hold less than 3% of the voting rights.
16. Board of Directors and Executive Management shareholdings and equity incentive units
As of December 31, 2025 and 2024, members of the Board of Directors and Executive Management held the following shares in the
Company:
2025
Number of Shares
2024
Number of Shares
Tim Dyer, Chief Executive Officer……………………………
16,848,979
16,848,979
Vincent Lawton, Chairman………………............................
2,507,987
2,507,987
Raymond Hill……..………………………….........................
1,365,532
1,365,532
Roger Mills, Chief Medical Officer………….........................
392,837
785,976
Mikhail Kalinichev, Head of translational science ………….
306,765
306,765
Jake Nunn……………………………………………………...
219,561
219,561
Isaac Manke…………………………………………………...
219,561
219,561
Total……………………………………………………………
21,861,222
22,254,361
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements Notes
Page 74 of 79
As of December 31, 2025, members of the Board of Directors and Executive Management held the following equity incentive units in
the Company:
Number of
vested equity
incentive units
Number of
unvested equity
incentive units
Total number of
equity incentive
units
Tim Dyer, Chief Executive Officer…………………………...
3,369,796
-
3,369,796
Lénaïc Teyssédou, Head of Finance………………………..
442,533
160,375
602,908
Vincent Lawton, Chairman………………............................
229,899
271,699
501,598
Raymond Hill……..………………………….........................
125,174
147,933
273,107
Mikhail Kalinichev, Head of translational science …………
200,000
-
200,000
Roger Mills, Chief Medical Officer…………........................
22,917
27,083
50,000
Jake Nunn……………………………………………………..
22,917
27,083
50,000
Isaac Manke…………………………………………………..
22,917
27,083
50,000
Total……………………………………………………………
4,436,153
661,256
5,097,409
17. Ability to continue operations
The Company believes that it will be able to meet all its obligations for a further 12 months from the issuance date of the financial
statements, hence, the statutory financial statements have been prepared on a going concern basis. The future viability of the
Company is dependent on the financial health of the Group. At the issuance of the statutory financial statements, the Group expects
that its existing cash and cash equivalents will be sufficient to fund its operations and meet all of its obligations as they fall due,
through mid-June 2026. The future viability of the Group will depend in its ability to raise additional capital through public or private
financings or collaboration agreements to finance its future operations, which may be delayed due to reasons outside of the Group’s
control including heath pandemics and geopolitical risks. The sale of additional equity may dilute existing shareholders. The inability
to obtain funding, as and when needed, would have a negative impact on the Group’s financial condition and ability to pursue its
business strategies. If the Group is unable to obtain the required funding to run its operations and to develop and commercialize its
product candidates, the Group could be forced to delay, reduce or stop some or all of its research and development programs to
ensure it remains solvent. Management continues to explore options to obtain additional funding, including through collaborations
with third parties related to the future potential development and/or commercialization of its product candidates. However, there is no
assurance that the Group will be successful in raising funds, closing collaboration agreements, obtaining sufficient funding on terms
acceptable to the Group, or if at all, which could have a material adverse effect on the Group’s business, results of operations and
financial condition.
18. Events after the balance sheet date
There were no material events between the balance sheet date and the date on which these financial statements were approved by
the board of directors that would require adjustment to the financial statements or disclosure under this heading.
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements │Appropriation of results
Page 75 of 79
Proposed carry forward of accumulated losses
Swiss Francs
31/12/2025
Accumulated losses as at 01.01.2025
92,203,118
Net loss for the year 2025
1,655,352
Accumulated losses as at 31.12.2025
93,858,469
The Board of Directors proposes to carry forward the net loss of CHF 1,655,352 in accordance with Article 728a para.1 ch.2 of the
Swiss Code of Obligations.
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements
Page 76 of 79
STATUTORY AUDITOR’S REPORT
To the general meeting of Addex Therapeutics Ltd, Plan-les-Ouates
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Addex Therapeutics Ltd (the Company), which comprise the balance
sheet as at 31 December 2025, and the statement of profit or loss for the year then ended and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion the accompanying financial statements (pages 68 to 74) comply with Swiss law and the Company's
articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities
under those provisions and standards are further described in the “Responsibilities of the Auditor for the Audit of the
Financial Statements“ section of our report. We are independent of the Company in accordance with the provisions
of Swiss law, together with the requirements of the Swiss audit profession that are relevant to audits of the financial
statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with
these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 17 in the statutory financial statements, which indicates that the company future viability
is dependent on its ability to raise additional capital through public or private financings or collaboration agreements
to finance its future operations. The company expects that its existing cash and cash equivalents be sufficient to fund
its operations and meet all of its obligations as they fall due, through mid-June 2026. As stated in Note 17, these
events or conditions, along with other matters as set forth in Note 17, indicate that a material uncertainty exists that
may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements
Page 77 of 79
Key Audit Matter
How the Key Audit Matter was addressed in the
audit
Accounting for the Stalicla Investment and
derivatives
In 2025, the Company acquired a stake in a
company called Stalicla SA, involving the
acquisition of multiple financial instruments.
The transaction involved the acquisition of
ordinary shares, different warrants, anti-
dilution protection, and phantom equity
participation rights.
The accounting treatment and the related
disclosures under Swiss Code of Obligations
(CO) are critical to users' understanding of the
transaction, and therefore, we identified the
accounting of Stalicla SA investment and
derivatives as a Key Audit Matter.
Refer to note 2 - Accounting Principals and
note
8
-
Significant
investments
for
information provided by the entity.
We have obtained and read the relevant investment
agreements and related legal documentation to
identify all financial instruments arising from the
transaction and assess their under CO.
We have tested the investment and related payments
by agreeing amounts to supporting documentation
and evidence of title.
We have evaluated management’s assessment of the
initial
and
subsequent
measurement
of
the
investment for recoverability.
We have assessed the adequacy and completeness of
the related disclosures in the annual financial
statements of the entity in accordance with CO.
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements, the consolidated financial statements,
the compensation report and our auditor’s reports thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information,we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the Financial Statements
The Board of Directors is responsible for the preparation of the financial statements in accordance with the provisions
of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025 │Statutory Financial Statements
Page 78 of 79
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse’s
website at: https://expertsuisse.ch/audit-report. This description forms an integral part of our report.
Report on Other Legal and Regulatory Requirements
In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists,
which has been designed for the preparation of the financial statements according to the instructions of the Board of
Directors.
Based on our audit in accordance with Art. 728a para. 1 item 2 CO, we confirm that the proposal of the board of
directors to carry forward the accumulated losses comply with Swiss law and the Company's articles of incorporation.
We recommend that the financial statements submitted to you be approved.
We draw attention to the fact that treasury shares have been subscribed by a group company in excess of 10 percent
of the share capital, which is in breach of Article 659 paragraph 2 of the CO.
Geneva, 30 April 2026
BDO Ltd
Philipp Kegele
Licensed Audit Expert
Auditor in Charge
Nigel Le Masurier
Licensed Audit Expert
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms
Phone +41 22 322 24 24
www.bdo.ch
geneve@bdo.ch
BDO Ltd
Rte de Meyrin 123
P.O. Box 150
1215 Geneva 15
Addex Therapeutics Annual Report 2025
Page 79 of 79
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 PAM, mGlu5 NAM, GABAB PAM or other therapeutic
targets whose development is led by the associate Neurosterix US holdings LLC such as M4 PAM for schizophrenia, mGlu7 NAM for
mood disorders and mGlu2 NAM for mild neurocognitive disorders, 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 PAM, mGlu5
NAM, GABAB PAM or the therapeutics targets whose development is led by the associate Neurosterix US Holdings LLC, will be
approved for sale in any market or by any regulatory authority. Nor can there be any guarantee that allosteric modulators of
mGlu2 NAM, mGlu5 NAM, GABAB PAM or the therapeutics targets whose development is led by the associate Neurosterix US
Holdings LLC, will achieve any particular levels of revenue (if any) in the future. In particular, management’s expectations regarding
allosteric modulators of mGlu2 PAM, mGlu5 NAM, GABAB PAM or the therapeutics targets whose development is led by the associate
Neurosterix US Holdings LLC, 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