Addex reprices CEO options to $0.032 strike
Addex Therapeutics CEO Timothy Mark Dyer had existing options and deferred-share units repriced to a lower exercise price with no net change in share count.
Rhea-AI Filing Summary
Addex Therapeutics Ltd. (ADXN) reported that chief executive officer and director Timothy Mark Dyer had his equity awards economically repriced on September 2, 2026, without any net change in the number of shares he holds. The Form 4 shows paired dispositions to and acquisitions from the issuer that reflect this repricing mechanics.
The filing covers 16,413,787 shares of common stock acquired previously through a deferred strike price payment plan and 3,369,796 stock options. For the deferred strike plan units, initial strike prices of $0.16 and $0.053 per share were reduced to $0.032 per share following a Remuneration Committee decision, with all other terms unchanged. Separately, the exercise price of the covered options was reduced from $0.062 to $0.032 per share, with no cash changing hands in these reporting entries.
The company states that these transactions are exempt under Rule 16b-6(d) and Rule 16b-3 under the Exchange Act. Exercise and strike prices are reported in U.S. dollars based on an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Dyer Timothy Mark
Role
CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock-option (Right to Buy) F3, F2 | 3,369,796 | $0.00 | $0.00 |
| Grant/Award | Stock-option (Right to Buy) F3, F2 | 3,369,796 | $0.00 | $0.00 |
| Disposition | Common Stock F1 | 16,413,787 | $0.00 | $0.00 |
| Grant/Award | Common Stock F1 | 16,413,787 | $0.00 | $0.00 |
Holdings After Transaction:
Stock-option (Right to Buy) — 3,369,796 contracts (Direct);
Common Stock — 16,848,979 shares (Direct)
Footnotes (3)
- F1. Represents 16,413,787 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 9,405,754 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 7,008,033 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.
- 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.
- 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.
Key Figures
Deferred plan shares: 16,413,787 shares
Deferred plan acquisitions breakdown: 9,405,754 shares and 7,008,033 shares
Deferred plan repriced strike: $0.032 per share
+4 more
7 metrics
Deferred plan shares
16,413,787 shares
Common stock under deferred strike price payment plan tied to prior option exercises
Deferred plan acquisitions breakdown
9,405,754 shares and 7,008,033 shares
Shares acquired on October 26, 2022 and November 27, 2023 under the deferred strike price payment plan
Deferred plan repriced strike
$0.032 per share
New strike price for all 16,413,787 deferred plan units after Remuneration Committee decision
Original deferred plan strikes
$0.16 and $0.053 per share
Initial strike prices for the two deferred strike plan tranches before repricing
Options repriced
3,369,796 options
Stock options over common stock affected by the September 2, 2026 repricing
Option exercise price change
from $0.062 to $0.032 per share
Exercise price of reported stock options before and after repricing
FX rate used for strike prices
$1.2296 per CHF 1.00
Exchange rate applied to convert CHF-denominated strike and exercise prices to U.S. dollars as of September 2, 2026
Key Terms
deferred strike price payment plan, exercise price, Rule 16b-6(d), Rule 16b-3, +1 more
5 terms
deferred strike price payment plan financial
"Represents 16,413,787 shares of common Stock ... under the deferred strike price payment plan"
exercise price financial
"the exercise price of the options were repriced to $0.032"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Rule 16b-6(d) regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3"
Rule 16b-3 regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3"
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.
Remuneration Committee financial
"following the implementation of the Remuneration Committee's decision"
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.
FAQ
What did ADXN CEO Timothy Mark Dyer report in this Form 4?
He reported an equity award repricing on September 2, 2026, where existing stock options and deferred strike plan units had their exercise/strike prices reduced, with no net change in the number of shares reported as held.
What exercise price changes were made to Timothy Dyer’s ADXN stock options?
Options over 3,369,796 shares with a prior exercise price of $0.062 per share were repriced to $0.032 per share on September 2, 2026, while all other option terms remain unchanged, according to the company’s disclosure.
Were these ADXN transactions made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the changes as arising from a Remuneration Committee decision and exempt under Rule 16b-6(d) and Rule 16b-3, without mentioning a trading plan.
What exchange rate was used to report ADXN strike and exercise prices in this Form 4?
The company reports that strike and exercise prices are in U.S. dollars and reflect a conversion from Swiss francs using 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.
