Addex Therapeutics (ADXN) shareholders approve all AGM items and board slate

Rhea-AI Filing Summary

Addex Therapeutics Ltd reported that shareholders approved all Board of Directors’ proposals at the 2026 Annual General Meeting. The votes represented 29.35% of the company’s outstanding capital, confirming support for the 2025 annual report, consolidated and statutory financial statements, and the compensation report.

Shareholders approved compensation for the board and executive management and granted discharge to both for their 2025 activities. All current board members, including Chairman Dr. Vincent Lawton, were re-elected, as were BDO SA as auditor for the 2026 business year and Robert P. Briner as independent voting rights representative until the 2027 AGM.

Investors also backed amendments to the Articles of Association related to an increase of the capital band and conditional share capital, preserving flexibility for future equity-related actions. The filing reiterates the company’s focus on allosteric modulators for neurological disorders and notes its 20% equity interest in Neurosterix US Holdings LLC.

Key Figures

AGM voting representation: 29.35% of outstanding capital Audit period: 2026 business year Voting rights representative term: Until 2027 AGM +2 more

5 metrics

AGM voting representation 29.35% of outstanding capital Shareholder votes represented this portion of capital at 2026 AGM

Audit period 2026 business year BDO SA re-elected as auditor for this period

Voting rights representative term Until 2027 AGM Robert P. Briner re-elected as independent voting rights representative

Equity interest in Neurosterix US Holdings LLC 20% equity interest Addex holds this stake in a private spin-out company

Financial year approved 2025 Annual report and financial statements for this year approved by shareholders

Key Terms

capital band, conditional share capital, independent voting rights representative, allosteric modulators, +2 more

6 terms

capital band financial

"approved the amendments of the Articles of Association related to the increase of the capital band"

Capital band is the target range a company or regulator sets for how much capital (equity or loss-absorbing resources) a business should hold relative to its size or risk. It acts like a financial buffer—enough to absorb shocks but not so much that cash sits idle—and helps investors gauge the likelihood of dividend cuts, equity raises, or constrained growth. Tight bands imply disciplined balance-sheet management; wide bands signal more flexibility.

conditional share capital financial

"approved the amendments of the Articles of Association related to the increase of the capital band and the conditional share capital"

Conditional share capital is a pool of extra shares a company is legally allowed to create only if specific events occur, such as holders of certain rights asking to exchange their claims for stock or pre-set triggers being met. It matters to investors because those shares can reduce each existing holder’s ownership and voting power and change earnings per share, much like adding new slices to a pizza changes the size of each person’s piece.

independent voting rights representative regulatory

"re-elected as the independent voting rights representative until the 2027 Annual General Meeting"

An independent voting rights representative is a neutral third party appointed to exercise or safeguard the voting power of shares when there may be a conflict of interest or uncertainty about how votes should be handled. Think of them as an impartial referee who makes sure ballots are counted fairly and that shareholders’ voting rights are protected; investors care because this role helps ensure votes on deals or governance changes are credible and that minority or disputed votes aren’t overridden.

allosteric modulators medical

"developing a portfolio of novel small molecule allosteric modulators for neurological disorders"

Allosteric modulators are molecules that bind to a spot on a protein that is separate from the protein’s main active site and change how strongly the protein responds to its normal signals—like a dimmer switch that adjusts light instead of turning it fully on or off. For investors, they matter because this approach can yield drugs that are more selective, have fewer side effects, and offer novel patentable mechanisms, which can improve clinical success and commercial value.

GABAB PAM medical

"Indivior, has selected a GABAB PAM drug candidate for development in substance use disorders"

consultative vote regulatory

"as well as the compensation report (the latter in a consultative vote)"

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/30/2026 - 06:05 AM Accepted by SEC EDGAR 06/30/2026 - 06:05 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-39179

Addex Therapeutics Ltd
(Translation of registrant's name into English)

Chemin des Mines 9,
CH-1202 Geneva,
Switzerland
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

On June 30, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated June 30, 2026

INCORPORATION BY REFERENCE

Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration No. 333-291644) of Addex Therapeutics Ltd and the registration statement on Form S-8 (Registration No. 333-255124 and No. 333-272515) of Addex Therapeutics Ltd (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

RISK FACTORS

Our business faces significant risks. You should carefully consider all of the information set forth in this Report on Form 6-K and in our other filings with the United States Securities and Exchange Commission, or the SEC, including the risk factors related to our business set forth in our Annual Report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission on May 15, 2025. Our business, financial condition, results of operations and growth prospects could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described in our Annual Report and our other SEC filings.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Addex Therapeutics Ltd
		(Registrant)
Date: June 30, 2026		/s/ Tim Dyer
		Tim Dyer
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press release dated June 30, 2026

EXHIBIT 99.1

Addex Shareholders Approve All Resolutions at Annual General Meeting

Ad Hoc Announcement Pursuant to Art. 53 LR

Geneva, Switzerland, June 30, 2026 - Addex Therapeutics (SIX and Nasdaq: ADXN), a clinical-stage biopharmaceutical company focused on developing a portfolio of novel small molecule allosteric modulators for neurological disorders, today announced today that its shareholders approved, with a large majority, all proposals of the Board of Directors in its 2026 Annual General Meeting (AGM). The votes represented 29.35% of the company's outstanding capital.

Addex shareholders approved the annual report, the consolidated financial statements and the annual financial statements for the year 2025, the appropriation of the results as well as the compensation report (the latter in a consultative vote). All motions regarding the compensation of the board of directors and the executive management were also approved. In addition, discharge was granted to the members of the board of directors and the executive management for their activities during the business year 2025.

Dr. Vincent Lawton was re-elected as member and chairman of the board of directors and member of the compensation committee; Dr. Raymond Hill was re-elected as member of the board of directors and member of the compensation committee; and Dr. Roger Mills, Mr. Tim Dyer, Mr. Jake Nunn and Dr. Isaac Manke were re-elected as members of the board of directors.
BDO SA were re-elected as the auditors for the 2026 business year and Robert P. Briner, attorney-at-law, was re-elected as the independent voting rights representative until the 2027 Annual General Meeting.
Addex shareholders also approved the amendments of the Articles of Association related to the increase of the capital band and the conditional share capital.
The detailed agenda can be found in the General Meetings section of the Company’s website here. 

About Addex Therapeutics:
Addex Therapeutics is a clinical-stage biopharmaceutical company focused on developing a portfolio of novel small molecule allosteric modulators for neurological disorders. Addex’s lead drug candidate, dipraglurant (mGlu5 negative allosteric modulator or NAM), is under evaluation for future development in brain injury recovery, including post-stroke and traumatic brain injury recovery. Addex’s partner, Indivior, has selected a GABAB PAM drug candidate for development in substance use disorders and has successfully completed IND enabling studies. Addex is advancing an independent GABAB PAM program for chronic cough. Addex holds a 20% equity interest in a private spin out company, Neurosterix US Holdings LLC, which is advancing a portfolio of allosteric modulator programs, including M4 PAM for schizophrenia, psychosis and mood-related disorders and mGlu7 NAM for mood disorders. In addition, Addex has invested in Stalicla, a private Swiss company pioneering a precision medicine approach for neurodevelopmental and neuropsychiatric disorders.  

Addex shares are listed on the SIX Swiss Exchange and American Depositary Shares representing its shares are listed on the NASDAQ Capital Market, and trade under the ticker symbol “ADXN” on each exchange. For more information, visit www.addextherapeutics.com. 
  
Contacts: 

Tim Dyer 
Chief Executive Officer 
Telephone: +41 22 884 15 55 
PR@addextherapeutics.com  Mike Sinclair 
Partner, Halsin Partners 
+44 (0)7968 022075 
msinclair@halsin.com 

Addex Forward Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements about the intended use of proceeds of the offering. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release, are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to market conditions. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Addex Therapeutics’ Annual Report on Form 20-F, prospectus and other filings that Addex Therapeutics may make with the SEC in the future. Any forward-looking statements contained in this press release represent Addex Therapeutics’ views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Addex Therapeutics explicitly disclaims any obligation to update any forward-looking statements. 

FAQ

What did Addex Therapeutics (ADXN) shareholders approve at the 2026 AGM?

Addex Therapeutics shareholders approved all Board proposals at the 2026 AGM. They endorsed the 2025 annual and consolidated financial statements, the compensation report, board and executive compensation, and granted discharge to directors and executives for 2025 activities, signaling broad support for existing governance and strategy.

What level of shareholder participation was recorded at Addex Therapeutics (ADXN) 2026 AGM?

The votes at Addex Therapeutics’ 2026 AGM represented 29.35% of the company’s outstanding capital. This turnout underpinned approval of all board proposals, including financial statements, compensation items, board and auditor re-elections, and amendments to the Articles of Association regarding capital band and conditional share capital.

Which board members of Addex Therapeutics (ADXN) were re-elected at the 2026 AGM?

Shareholders re-elected Dr. Vincent Lawton as chairman and compensation committee member, along with Dr. Raymond Hill, Dr. Roger Mills, Mr. Tim Dyer, Mr. Jake Nunn and Dr. Isaac Manke as directors. This maintains continuity in Addex Therapeutics’ board leadership and oversight structure for the upcoming business periods.

What changes to capital structure did Addex Therapeutics (ADXN) shareholders approve?

Addex Therapeutics shareholders approved amendments to the Articles of Association related to increasing the capital band and the conditional share capital. These changes provide the company with added flexibility for potential future equity-related actions, subject to any further approvals and conditions specified under Swiss corporate law.

Who will audit Addex Therapeutics (ADXN) and serve as independent voting rights representative?

BDO SA was re-elected as auditor for Addex Therapeutics’ 2026 business year. Robert P. Briner, attorney-at-law, was re-elected as the independent voting rights representative until the 2027 Annual General Meeting, continuing their roles in financial oversight and shareholder voting independence for the company.

What is the core business focus of Addex Therapeutics (ADXN)?

Addex Therapeutics is a clinical-stage biopharmaceutical company developing novel small molecule allosteric modulators for neurological disorders. Its lead candidate dipraglurant targets brain injury recovery, while partnered and internal GABAB programs address substance use disorders and chronic cough, complemented by equity interests in Neurosterix and Stalicla.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 6.5 KB