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Addex reprices CMO Mills' equity awards to $0.032

Addex Therapeutics Ltd. (ADXN) reports that director and chief medical officer Roger Mills had existing equity awards economically repriced on September 2, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Addex Therapeutics Ltd. (ADXN) reports that director and chief medical officer Roger Mills had existing equity awards economically repriced on September 2, 2026. The exercise/strike price on 392,837 shares of common stock acquired via prior option exercises and on related stock options over 50,000 shares was reduced to $0.032 per share following a Remuneration Committee decision, with all other terms unchanged. The paired dispositions and acquisitions on the Form 4 reflect this repricing and are reported as exempt under Rule 16b-6(d) and Rule 16b-3, with U.S. dollar amounts converted from Swiss francs at an exchange rate of $1.2296 per CHF 1.00 as of September 2, 2026.

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Insider Mills Roger
Role CHIEF MEDICAL OFFICER
Type Security Shares Price Value
Disposition Stock-option (Right to Buy) F3, F2 50,000 $0.00 $0.00
Grant/Award Stock-option (Right to Buy) F3, F2 50,000 $0.00 $0.00
Disposition Common Stock F1 392,837 $0.00 $0.00
Grant/Award Common Stock F1 392,837 $0.00 $0.00
Holdings After Transaction: Stock-option (Right to Buy) — 50,000 contracts (Direct); Common Stock — 785,976 shares (Direct)
Footnotes (3)
  1. F1. Represents 392,837 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 342,837 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 50,000 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 repriced 392,837 shares Shares of common stock previously acquired via option exercises under a deferred strike price payment plan
Options repriced 50,000 shares underlying options Stock options over common stock repriced on September 2, 2026
New exercise price $0.032 per share Exercise/strike price after Remuneration Committee decision on September 2, 2026
Initial strike price (major block) $0.16 per share Initial strike price for 342,837 shares acquired October 26, 2022
Initial strike price (second block) $0.053 per share Initial strike price for 50,000 shares acquired November 27, 2023
Currency conversion rate $1.2296 per CHF 1.00 Rate used to convert CHF strike prices to USD as of September 2, 2026
Option expiration date January 7, 2034 Expiration date for the repriced stock options
deferred strike price payment plan financial
"acquired on October 26, 2022 under the deferred strike price payment plan"
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.
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.
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.

FAQ

What insider transaction did ADXN report for Roger Mills on September 2, 2026?

Addex Therapeutics reported that Roger Mills had existing equity awards repriced on September 2, 2026, with the strike or exercise price on certain common shares and related options reset to $0.032 per share pursuant to a Remuneration Committee decision.

How many Addex Therapeutics (ADXN) shares were affected by the repricing?

The repricing covered 392,837 shares of common stock previously acquired via option exercises and stock options over 50,000 underlying common shares. These positions were subject to paired dispositions and acquisitions reflecting the changed exercise price.

What was the new exercise price for Roger Mills’ ADXN equity awards?

The Remuneration Committee’s decision set a new exercise or strike price of $0.032 per share for the affected options and related shares, with all other terms of the deferred strike price payment plan and options remaining unchanged.

What were the original strike prices on the ADXN shares now repriced?

Of the 392,837 common shares, 342,837 were initially acquired at $0.16 per share and 50,000 at $0.053 per share under a deferred strike price payment plan, before all were repriced to $0.032 per share on September 2, 2026.

Were the ADXN option repricing transactions made under a Rule 10b5-1 plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the repricing as following a Remuneration Committee decision and being exempt under Rule 16b-6(d) and Rule 16b-3 instead.

How were currency conversions handled in the ADXN option repricing disclosure?

The exercise and strike prices are reported in U.S. dollars and reflect conversion from Swiss francs at an exchange rate of $1.2296 per CHF 1.00, as of September 2, 2026, for the affected options and shares.

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*
Mills Roger

(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
XOfficer (give title below)Other (specify below)
CHIEF MEDICAL OFFICER
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)392,837D$0(1)393,139D
Common Stock09/02/2026A(1)392,837A$0(1)785,976D
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)50,00001/08/202401/07/2034Common Stock50,000$00D
Stock-option (Right to Buy)$0.032(3)09/02/2026A(2)50,00001/08/202401/07/2034Common Stock50,000$050,000D
Explanation of Responses:
1. Represents 392,837 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 342,837 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 50,000 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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