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Addex Therapeutics (NASDAQ: ADXN) details 2026 AGM items and votes

Filing Impact
(Neutral)
Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

Addex Therapeutics Ltd filed a Form 6-K announcing that its 2026 Annual General Meeting will be held on June 29, 2026 at 11:00 am CEST at Campus Biotech in Geneva. Shareholders will be asked to approve the 2025 annual and consolidated financial statements, vote consultatively on the 2025 compensation report, decide on appropriation of results and grant discharge to the board and executive management.

The agenda also includes re-elections of all current board members and the chairman, re-elections to the Compensation Committee, re-appointment of the auditor, and re-election of the independent voting rights representative. Shareholders will consider amendments to the Articles of Association to increase the capital band and conditional share capital, and will vote on future compensation for the board and executive management. The filing reiterates that investors should review existing SEC risk factors and notes that the press release is incorporated by reference into existing F-3 and S-8 registration statements.

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AGM date and time June 29, 2026 at 11:00 am CEST Scheduled time for 2026 Annual General Meeting in Geneva
AGM location Campus Biotech, Chemin des Mines 9, 1202 Geneva Venue for 2026 Annual General Meeting
Incorporated registration statements Form F-3 No. 333-291644; Form S-8 Nos. 333-255124, 333-272515 Press release incorporated by reference into these SEC registrations
Annual General Meeting financial
"announced that its 2026 Annual General Meeting will take place on Monday June 29, 2026"
capital band financial
"9.1. Increase of the capital band (article 3b of the Articles of Association)"
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
"9.2. Increase of the conditional share capital (article 3c of the Articles of Association)"
Compensation Committee financial
"6. Re-elections of the members of the Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Independent Voting Rights Representative financial
"8. Re-election of the Independent Voting Rights Representative"
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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 5, 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 5, 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 5, 2026     /s/ Tim Dyer    
  Tim Dyer
  Chief Executive Officer
  


EXHIBIT INDEX 

Exhibit Number Description
   
99.1 Press release dated June 5, 2026

EXHIBIT 99.1

Addex Convenes Annual General Meeting 2026

Ad Hoc Announcement Pursuant to Art. 53 LR

Geneva, Switzerland, June 5, 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 that its 2026 Annual General Meeting will take place on Monday June 29, 2026 at 11:00 am CEST at the Campus Biotech, Chemin des Mines 9, 1202 Geneva (doors open at 10:30 am).

Agenda

1.   Approval of the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the business year 2025

2.   Consultative vote on the Compensation Report for the business year 2025

3.   Appropriation of the results

4.   Discharge of the members of the Board of Directors and of the Executive Management

5.   Re-elections of the members of the Board of Directors and re-election of the Chairman of the Board of Directors

5.1.    Re-election of Vincent Lawton as member and Chairman of the Board of Directors
5.2.    Re-election of Raymond Hill as member of the Board of Directors
5.3.    Re-election of Timothy Dyer as member of the Board of Directors
5.4.    Re-election of Roger Mills as member of the Board of Directors
5.5.    Re-election of Jake Nunn as member of the Board of Directors
5.6.    Re-election of Isaac Manke as member of the Board of Directors

6.   Re-elections of the members of the Compensation Committee

6.1.    Re-election of Vincent Lawton as member of the Compensation Committee
6.2.    Re-election of Raymond Hill as member of the Compensation Committee

7.   Re-election of the Auditor

8.   Re-election of the Independent Voting Rights Representative

9.   Amendments to the Articles of Association

9.1.    Increase of the capital band (article 3b of the Articles of Association)
9.2.    Increase of the conditional share capital (article 3c of the Articles of Association)

10.   Approval of the compensation of the members of the Board of Directors and of the Executive Management

10.1.     Compensation of the members of the Board of Directors
10.2.     Compensation of the members of the Executive Management

11.   Miscellaneous


The full invitation to the AGM 2026 may 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) announce in this Form 6-K?

Addex Therapeutics announced details of its 2026 Annual General Meeting. The meeting will address 2025 financial statement approvals, director and auditor re-elections, compensation votes, and amendments to the Articles of Association involving capital band and conditional share capital changes.

When and where is the Addex Therapeutics (ADXN) 2026 Annual General Meeting?

The 2026 Annual General Meeting will take place on June 29, 2026 at 11:00 am CEST. It will be held at Campus Biotech, Chemin des Mines 9, 1202 Geneva, Switzerland, with doors opening at 10:30 am for shareholders.

What are the key voting items at Addex Therapeutics’ 2026 AGM?

Key items include approval of the 2025 annual and consolidated financial statements, a consultative vote on the 2025 compensation report, re-election of all board members and the chairman, re-election of the auditor, amendments to capital-related Articles, and approval of board and executive compensation.

Is Addex Therapeutics (ADXN) proposing changes to its share capital at the 2026 AGM?

Yes. The agenda includes amendments to the Articles of Association to increase the capital band and increase the conditional share capital. These proposals, if approved by shareholders, would adjust the company’s flexibility to issue shares under Swiss corporate law frameworks.

How does this Form 6-K relate to Addex Therapeutics’ existing SEC registrations?

The press release attached as Exhibit 99.1 is incorporated by reference into Addex Therapeutics’ Form F-3 and Form S-8 registration statements. This means the AGM-related disclosure becomes legally part of those existing SEC-registered offering documents from the filing date.

What risk and forward-looking information does Addex Therapeutics highlight in this filing?

Addex emphasizes that its business faces significant risks and directs investors to risk factors in its Form 20-F for the year ended December 31, 2024. It also notes that statements in the report and press release include forward-looking statements subject to uncertainties.

Filing Exhibits & Attachments

1 document