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Addex director reprices 1.37M shares, 273K options

Addex director Raymond George Hill reported administrative option and share repricing entries, lowering exercise prices to $0.032 per share without changing other terms.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Addex Therapeutics Ltd. (ADXN) reported that director Raymond George Hill had paired administrative transactions on September 2, 2026 to reflect repricing of previously granted equity awards. A total of 1,365,532 shares of common stock and options over 273,107 shares were recorded as dispositions to the issuer and simultaneous grants at a reduced exercise price of $0.032 per share, while all other terms of the plans and options remained unchanged. No Rule 10b5-1 trading plan is reported.

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Insider Hill Raymond George
Role Director
Type Security Shares Price Value
Disposition Stock-option (Right to Buy) F3, F2 273,107 $0.00 $0.00
Grant/Award Stock-option (Right to Buy) F3, F2 273,107 $0.00 $0.00
Disposition Common Stock F1 1,365,532 $0.00 $0.00
Grant/Award Common Stock F1 1,365,532 $0.00 $0.00
Holdings After Transaction: Stock-option (Right to Buy) — 273,107 contracts (Direct); Common Stock — 1,365,532 shares (Direct)
Footnotes (3)
  1. F1. Represents 1,365,532 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 797,563 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 567,969 were acquired on November 27, 2023 with an initial strike price of $0.053 per share. On September 2, 2026, following the implementation of the Remuneration Committee's decision, the Strike price of all units was reduced to $0.032. All the other terms of the deferred strike price payment plan remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable. The strike prices indicated in this section reflect the conversion from CHF to USD at an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.
  2. F2. On September 2, 2026, following the implementation of the Remuneration Committee's decision, the exercise price of the options were repriced to $0.032. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable.
  3. F3. The exercise price is reported in U.S. dollars and reflects the conversion from CHF to USD at an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.
Common shares affected 1,365,532 shares Shares of common stock subject to paired disposition and grant entries on September 2, 2026
Options affected 273,107 shares Options over common stock subject to repricing entries on September 2, 2026
New exercise price $0.032 per share Exercise price of affected options and deferred strike units after Remuneration Committee decision
Initial strike price tranche 1 $0.16 per share Strike price for 797,563 shares acquired on October 26, 2022 before repricing
Initial strike price tranche 2 $0.053 per share Strike price for 567,969 shares acquired on November 27, 2023 before repricing
Currency conversion rate $1.2296 per CHF 1.00 Rate used to convert exercise prices from Swiss francs to U.S. dollars as of September 2, 2026
deferred strike price payment plan financial
"acquired on October 26, 2022 under the deferred strike price payment plan with an initial"
Remuneration Committee financial
"On September 2, 2026, following the implementation of the Remuneration Committee's decision, the"
A remuneration committee is a group of independent board members who design, approve and oversee pay packages for a company’s executives and directors. Think of them as the household budget planners for top management: they decide salaries, bonuses and stock awards so pay rewards performance and limits excessive risk. For investors, their role matters because compensation policies affect management incentives, business strategy and the long‑term value shareholders receive.
Rule 16b-6(d) regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as"
Rule 16b-3 regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
exchange act regulatory
"pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable."
A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

FAQ

What insider transactions did ADXN director Raymond George Hill report on September 2, 2026?

Raymond George Hill reported paired dispositions and grants involving 1,365,532 common shares and options over 273,107 shares, reflecting a repricing of existing awards to a new exercise price of $0.032 per share while leaving other terms unchanged.

How many Addex Therapeutics (ADXN) shares were involved in the reported Form 4 transactions?

The filing reports transactions involving 1,365,532 shares of common stock, which had been acquired through earlier option exercises under a deferred strike price payment plan, plus options over an additional 273,107 shares of common stock.

What exercise price change was disclosed for ADXN equity awards on September 2, 2026?

The company disclosed that the exercise or strike price of the relevant options and deferred strike units was reduced to $0.032 per share on September 2, 2026, following a decision by the Remuneration Committee, with all other terms of the awards remaining the same.

Were Raymond George Hill’s ADXN transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox was not marked and the footnotes describe the transactions as repricing actions exempt under specific Exchange Act rules, rather than trades under a Rule 10b5-1 plan.

What prior strike prices applied to the ADXN shares covered by Hill’s deferred strike price payment plan?

Footnotes state that of the 1,365,532 shares, 797,563 were acquired with an initial strike price of $0.16 per share and 567,969 were acquired with an initial strike price of $0.053 per share, before both were repriced to $0.032 per share.

How were currency conversions handled in the ADXN option repricing for Raymond George Hill?

The filing explains that exercise prices are reported in U.S. dollars and that they reflect conversion from Swiss francs at an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hill Raymond George

(Last)(First)(Middle)
CHEMIN DES MINES 9

(Street)
GENEVACH-1202

(City)(State)(Zip)

SWITZERLAND

(Country)
2. Issuer Name and Ticker or Trading Symbol
Addex Therapeutics Ltd. [ ADXN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
[[ADXN]]
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/02/2026D(1)1,365,532D$0(1)0D
Common Stock09/02/2026A(1)1,365,532A$0(1)1,365,532D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock-option (Right to Buy)$0.062(3)09/02/2026D(2)273,10701/08/202401/07/2034Common Stock273,107$00D
Stock-option (Right to Buy)$0.032(3)09/02/2026A(2)273,10701/08/202401/07/2034Common Stock273,107$0273,107D
Explanation of Responses:
1. Represents 1,365,532 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 797,563 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 567,969 were acquired on November 27, 2023 with an initial strike price of $0.053 per share. On September 2, 2026, following the implementation of the Remuneration Committee's decision, the Strike price of all units was reduced to $0.032. All the other terms of the deferred strike price payment plan remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable. The strike prices indicated in this section reflect the conversion from CHF to USD at an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.
2. On September 2, 2026, following the implementation of the Remuneration Committee's decision, the exercise price of the options were repriced to $0.032. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable.
3. The exercise price is reported in U.S. dollars and reflects the conversion from CHF to USD at an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.
/s/ Lenaic Nathanael Teyssedou by power of attorney09/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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