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Addex director reprices options to $0.032

A director of Addex Therapeutics Ltd. reported repricing of options and related deferred strike units to a lower exercise price without changing the number of shares involved.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Addex Therapeutics Ltd. (ADXN) director Lawton Vincent Michael reported a repricing of equity incentives on September 2, 2026. Existing options for 501,598 shares of common stock were surrendered and a replacement option for the same 501,598 shares was granted, reducing the exercise price from $0.062 to $0.032 per share. In addition, 2,507,487 common shares previously acquired under a deferred strike price payment plan remain outstanding, with the strike price on all related units similarly reduced to $0.032. The company states that all other terms of the options and plan are unchanged and that these transactions are exempt under specified Exchange Act rules. No Rule 10b5-1 trading plan is reported.

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Negative

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Insider Lawton Vincent Michael
Role Director
Type Security Shares Price Value
Disposition Stock-option (Right to Buy) F3, F2 501,598 $0.00 $0.00
Grant/Award Stock-option (Right to Buy) F3, F2 501,598 $0.00 $0.00
Disposition Common Stock F1 2,507,487 $0.00 $0.00
Grant/Award Common Stock F1 2,507,487 $0.00 $0.00
Holdings After Transaction: Stock-option (Right to Buy) — 501,598 contracts (Direct); Common Stock — 2,507,987 shares (Direct)
Footnotes (3)
  1. F1. Represents 2,507,487 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 1,464,334 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 1,043,153 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.
Options repriced 501,598 options Existing options for 501,598 shares were surrendered and replacement options for 501,598 shares were granted on September 2, 2026
Old option exercise price $0.062 per share Exercise price for the surrendered options before repricing
New option exercise price $0.032 per share Exercise price for the replacement options and all units under the deferred strike price payment plan as of September 2, 2026
Shares under deferred strike price payment plan 2,507,487 shares Common shares listed on SIX Swiss Exchange acquired under the deferred strike price payment plan and referenced in the repricing
Shares acquired October 26, 2022 1,464,334 shares Portion of the 2,507,487 shares acquired under the deferred strike price payment plan with initial strike price $0.16 per share
Shares acquired November 27, 2023 1,043,153 shares Portion of the 2,507,487 shares acquired under the deferred strike price payment plan with initial strike price $0.053 per share
FX rate used $1.2296 per CHF 1.00 Exchange rate used to convert exercise and strike prices from CHF to USD as of September 2, 2026
deferred strike price payment plan financial
"shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 1,464,334 were acquired on October 26, 2022 under the deferred strike price payment plan"
Rule 16b-6(d) regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable."
Rule 16b-3 regulatory
"Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the exchange act as applicable."
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
"On September 2, 2026, following the implementation of the Remuneration Committee's decision, 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 did Addex Therapeutics (ADXN) disclose in this Form 4?

Addex Therapeutics reported that director Lawton Vincent Michael exchanged existing options for 501,598 shares and related deferred strike units for instruments with a reduced exercise price of $0.032 per share, with all other terms unchanged and no change in share counts.

How many Addex Therapeutics (ADXN) options were repriced and to what level?

Options covering 501,598 shares of Addex Therapeutics common stock were repriced on September 2, 2026, reducing the exercise price from $0.062 to $0.032 per share, while keeping the same number of underlying shares and the same expiration date of January 7, 2034.

What is the status of the 2,507,487 Addex Therapeutics (ADXN) shares mentioned?

The filing states that 2,507,487 common shares listed on SIX Swiss Exchange were acquired earlier under a deferred strike price payment plan and remain outstanding. The strike price for all related units under this plan was adjusted to $0.032 per share on September 2, 2026.

Were the Addex Therapeutics (ADXN) transactions made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan applies to these transactions. Instead, the changes result from a Remuneration Committee decision to reprice the exercise or strike prices of the options and related deferred payment units.

What regulatory exemptions does Addex Therapeutics (ADXN) cite for this repricing?

The company states that these transactions were exempt under Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, and notes that only the exercise or strike prices were changed while all other terms of the options and deferred strike price payment plan remain the same.

Did the number of Addex Therapeutics (ADXN) shares held by the director change?

The reported transactions show matching dispositions and acquisitions of both options and related common shares, each for the same share counts, indicating that the filing reflects repricing and replacement rather than a net change in the number of shares tied to the director’s awards.

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*
Lawton Vincent Michael

(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)2,507,487D$0(1)500D
Common Stock09/02/2026A(1)2,507,487A$0(1)2,507,987D
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)501,59801/08/202401/07/2034Common Stock501,598$00D
Stock-option (Right to Buy)$0.032(3)09/02/2026A(2)501,59801/08/202401/07/2034Common Stock501,598$0501,598D
Explanation of Responses:
1. Represents 2,507,487 shares of common Stock listed on SIX Swiss Exchange acquired following the exercise of options. Of these shares, 1,464,334 were acquired on October 26, 2022 under the deferred strike price payment plan with an initial strike price of $0.16 per share and 1,043,153 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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