{"url_path":"/sec/adxn/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 Exhibits.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","accession_number":"0001104659-26-062447","cik":"0001574232","ticker":"ADXN","issuer_name":"Addex Therapeutics Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","primary_entity_key":"0001574232","primary_entity_name":"Addex Therapeutics Ltd."},"word_count":36288,"has_tables":true,"body_markdown":"Item 19. Exhibits.\n\nList of exhibits:\n\n​\n\n​\n\n​\n\n​\n\n**Incorporated by Reference**\n\n**Exhibit**\n\n**  ​ ​ ​**\n\n**Description**\n\n**  ​ ​ ​**\n\n**Schedule/**\n**Form**\n\n**  ​ ​ ​**\n\n**File**\n**Number**\n\n**  ​ ​ ​**\n\n**Section/**\n**Exhibit**\n\n**  ​ ​ ​**\n\n**File Date**\n\n1.1\n\n​\n\n[Articles of Association of Addex Therapeutics as of October 28, 2025](https://www.sec.gov/Archives/edgar/data/1574232/000110465925114077/tm2531595d2_ex4-1.htm)\n\n​\n\nF-3\n\n​\n\n333-291644\n\n​\n\n4.1\n\n​\n\nNov. 19, 2025\n\n1.2\n\n​\n\n[Organizational Rules of the Registrant](https://www.sec.gov/Archives/edgar/data/1574232/000104746919006857/a2240188zex-3_2.htm)\n\n​\n\nF-1\n\n​\n\n333-235554\n\n​\n\n3.2\n\n​\n\nDec. 17, 2019\n\n2.1\n\n​\n\n[Form of Deposit Agreement](https://www.sec.gov/Archives/edgar/data/1201935/000101915525000377/addexda.htm)\n\n​\n\nF-6\n\n​\n\n333-290449\n\n​\n\n1\n\n​\n\nSept. 22, 2025\n\n2.2\n\n​\n\n[Form of American Depositary Receipt (included in Exhibit 2.1)](https://www.sec.gov/Archives/edgar/data/1201935/000101915525000377/addexda.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n2.4\n\n​\n\n[Description of Securities](adxn-20251231xex2d4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n2.5\n\n​\n\n[Description of American Depositary Shares representing Ordinary Shares of the Registrant](https://www.sec.gov/Archives/edgar/data/1574232/000110465925114077/tm2531595-1_f3.htm#tDOAD)\n\n​\n\nF-3\n\n​\n\n333-291644\n\n​\n\n“Description of\nAmerican\nDepositary\nShares”\n\n​\n\nNov. 19, 2025\n\n2.6\n\n​\n\n[Form of warrants issued by the registrant to certain investors on December 16, 2021](https://www.sec.gov/Archives/edgar/data/1574232/000110465922002264/tm221485-1_f1.htm#tTHOF)\n\n​\n\nF-1\n\n​\n\n333-262050\n\n​\n\n“The offering”\n\n​\n\nJan. 07, 2022\n\n2.7\n\n​\n\n[Form of warrants issued by the registrant to certain investors on July 22, 2022](https://www.sec.gov/Archives/edgar/data/1574232/000110465922093004/tm2223490-3_f1.htm#tTHOF)\n\n​\n\nF-1\n\n​\n\n333-266995\n\n​\n\n“The offering”\n\n​\n\nAug. 19, 2022\n\n2.8\n\n​\n\n[Form of warrants issued by the registrant to certain investors on April 3, 2023 and amendment of warrants issued on December 16, 2021 and July 22, 2022](https://www.sec.gov/Archives/edgar/data/1574232/000110465923067020/tm2314345-7_f1a.htm#tTHOF)\n\n​\n\nF-1/A\n\n​\n\n333-271611\n\n​\n\n“The offering”\n\n​\n\nJune 1, 2023\n\n4.1#\n\n​\n\n[License Agreement between Ortho-McNeil Pharmaceuticals Inc and the Registrant, dated December 31, 2004, as amended](https://www.sec.gov/Archives/edgar/data/1574232/000104746919006857/a2240188zex-10_1.htm)\n\n​\n\nF-1\n\n​\n\n333-235554\n\n​\n\n10.1\n\n​\n\nDec. 17, 2019\n\n4.2#\n\n​\n\n[License Agreement between Indivior UK Limited and the Registrant, dated January 2, 2018](https://www.sec.gov/Archives/edgar/data/1574232/000104746919006857/a2240188zex-10_2.htm)\n\n​\n\nF-1\n\n​\n\n333-235554\n\n​\n\n10.2\n\n​\n\nDec. 17, 2019\n\n4.4\n\n​\n\n[Addex Therapeutics Ltd Share Option Plan, as amended](https://www.sec.gov/Archives/edgar/data/1574232/000110465921048040/a21-11555_4ex10d4.htm#Exhibit10_4_024104)\n\n​\n\nS-8\n\n​\n\n333-255124\n\n​\n\n10.4\n\n​\n\nApr. 8, 2021\n\n4.5\n\n​\n\n[Addex Therapeutics Ltd Share Option Plan, as amended on July 22, 2022](https://www.sec.gov/Archives/edgar/data/1574232/000110465923038581/adxn-20221231xex4d5.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n4.5\n\n​\n\nMarch 30, 2023\n\n4.6\n\n​\n\n[Addex Therapeutics Ltd Equity Sharing Certificate Plan, as amended](https://www.sec.gov/Archives/edgar/data/1574232/000104746920000221/a2240394zex-10_5.htm)\n\n​\n\nF-1\n\n​\n\n333-235554\n\n​\n\n10.5\n\n​\n\nDec. 17, 2019\n\n4.7#\n\n​\n\n[Amendment No.1 to License Agreement between Indivior UK Limited and the Registrant, dated October 30, 2020](https://www.sec.gov/Archives/edgar/data/1574232/000104746920005701/a2242642zex-10_6.htm)\n\n​\n\nF-1\n\n​\n\n333-235554\n\n​\n\n10.6\n\n​\n\nDec. 14, 2020\n\n4.8#\n\n​\n\n[Sale Agency Agreement between Addex Therapeutics Ltd and Kepler Cheuvreux](https://www.sec.gov/Archives/edgar/data/1574232/000104746921000566/a2242977zex-4_7.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n4.7\n\n​\n\nMar. 11, 2021\n\n4.10#\n\n​\n\n[Amendment No.2 to License Agreement between Indivior UK Limited and the Registrant, dated July 26, 2021](https://www.sec.gov/Archives/edgar/data/1574232/000110465922032171/tmb-20220310xex4d9.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n4.10\n\n​\n\nMarch 30, 2023\n\n4.13#\n\n​\n\n[Amendment No.3 to License Agreement between Indivior UK Limited and the Registrant effective on August 1, 2022](https://www.sec.gov/Archives/edgar/data/1574232/000110465922032171/tmb-20220310xex4d9.htm)\n\n​\n\nF-1\n\n​\n\n333-266995\n\n​\n\n10.13\n\n​\n\nAug. 19, 2022\n\n4.14#\n\n​\n\n[Amendment No.4 to License Agreement between Indivior UK Limited and the Registrant, effective on November 1, 2022](https://www.sec.gov/Archives/edgar/data/1574232/000110465923038581/adxn-20221231xex4d14.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n4.14\n\n​\n\nMarch 30, 2023\n\n4.16#\n\n​\n\n[Amendment to Sale Agency Agreement between Addex Therapeutics and Kepler Cheuvreux dated June 21, 2022](https://www.sec.gov/Archives/edgar/data/1574232/000110465922093004/tm2223490d4_ex10-7.htm)\n\n​\n\nF-1\n\n​\n\n333-266995\n\n​\n\n10.7\n\n​\n\nAug. 19, 2022\n\n4.17#\n\n​\n\n[Amendment No. 2 to sale Agency Agreement between Addex Therapeutics and Kepler Cheuvreux dated July 25, 2023](https://www.sec.gov/Archives/edgar/data/1574232/000110465923089769/tm2323336d2_ex10-19.htm)\n\n​\n\nPOSAM\n\n​\n\n333-271611\n\n​\n\n10.19\n\n​\n\nAug. 10, 2023\n\n4.19#\n\n​\n\n[Amendment No.5 to License Agreement between Indivior UK Limited and the Registrant, dated August 2, 2023](https://www.sec.gov/Archives/edgar/data/1574232/000110465923089769/tm2323336d2_ex10-20.htm)\n\n​\n\nPOSAM\n\n​\n\n333-271611\n\n​\n\n10.20\n\n​\n\nAug. 10, 2023\n\n103\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n**Incorporated by Reference**\n\n**Exhibit**\n\n**  ​ ​ ​**\n\n**Description**\n\n**  ​ ​ ​**\n\n**Schedule/**\n**Form**\n\n**  ​ ​ ​**\n\n**File**\n**Number**\n\n**  ​ ​ ​**\n\n**Section/**\n**Exhibit**\n\n**  ​ ​ ​**\n\n**File Date**\n\n4.20#\n\n​\n\n[At the Market Offering Agreement, by and between Addex Therapeutics Ltd and H.C Wainwright & Co. LLC dated January 30, 2024](https://www.sec.gov/Archives/edgar/data/1574232/000110465924008318/tm244316d2_ex1-1.htm)\n\n​\n\n6-K\n\n​\n\n001-39179\n\n​\n\n1.1\n\n​\n\nJan. 30, 2024\n\n4.21#\n\n​\n\n[Service Agreement between Neurosterix Pharma Sàrl and Addex Pharma SA](https://www.sec.gov/Archives/edgar/data/1574232/000110465924048532/adxn-20231231xex4d21.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n4.21\n\n​\n\nApril 18, 2024\n\n4.22#\n\n​\n\n[Amendment No. 3 to sale Agency Agreement between Addex Therapeutics and Kepler Cheuvreux dated April 22, 2025](https://www.sec.gov/Archives/edgar/data/1574232/000110465925049380/adxn-20241231xex4d22.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n4.22\n\n​\n\nMay 15, 2025\n\n4.23#\n\n​\n\n[Amendment No.1 to the At the Market Offering Agreement, by and between Addex Therapeutics and H.C Wainwright & CO LLC dated December 10, 2025](https://www.sec.gov/Archives/edgar/data/1574232/000110465925119971/tm2531595d5_ex1-1.htm)\n\n​\n\n6-K\n\n​\n\n001-39179\n\n​\n\n1.1\n\n​\n\nDec. 10, 2025\n\n8.1\n\n​\n\n[List of Subsidiaries](https://www.sec.gov/Archives/edgar/data/1574232/000110465924048532/adxn-20231231xex8d1.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n8.1\n\n​\n\nApril 18, 2024\n\n11.1\n\n​\n\n[Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1574232/000110465925049380/adxn-20241231xex11d1.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n11.1\n\n​\n\nMay 15, 2025\n\n12.1\n\n​\n\n[Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](adxn-20251231xex12d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n12.2\n\n​\n\n[Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](adxn-20251231xex12d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n13.1\n\n​\n\n[Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](adxn-20251231xex13d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n13.2\n\n​\n\n[Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](adxn-20251231xex13d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n15.1\n\n​\n\n[Consent of BDO AG](adxn-20251231xex15d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n97.1\n\n​\n\n[Incentive Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/1574232/000110465924048532/adxn-20231231xex97d1.htm)\n\n​\n\n20-F\n\n​\n\n001-39179\n\n​\n\n97.1\n\n​\n\nApril 18, 2024\n\n101.INS\n\n​\n\nXBRL Instance Document\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.SCH\n\n​\n\nXBRL Taxonomy Extension Schema Document\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.CAL\n\n​\n\nXBRL Taxonomy Extension Calculation Linkbase Document\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.LAB\n\n​\n\nXBRL Taxonomy Extension Label Linkbase Document\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.PRE\n\n​\n\nXBRL Taxonomy Extension Presentation Linkbase Document\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.DEF\n\n​\n\nXBRL Taxonomy Extension Definition Linkbase Document\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n104\n\n​\n\nCover Page interactive data file (formatted as inline XBRL) and contained in Exhibit 101)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n†Indicates a management contract or any compensatory plan, contract or arrangement.\n\n#Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document.\n\n​\n\n104\n\n[Table of Contents](#TOC)\n\nSIGNATURES\n\nThe Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.\n\nAddex Therapeutics Ltd.\n\n​\n\n​\n\n/s/ TIM DYER\n\n/s/ LÉNAIC TEYSSÉDOU\n\n​\n\n​\n\n​\n\n​\n\nName:\n\nTim Dyer\n\nName:\n\nLénaic Teyssédou\n\nTitle:\n\n*Chief Executive Officer*\n\nTitle:\n\n*Head of Finance*\n\n​\n\nSwitzerland\n\nDated: May 15, 2026\n\n​\n\n​\n\n​\n\n105\n\n[Table of Contents](#TOC)\n\n**INDEX TO FINANCIAL STATEMENTS**\n\n**Audited Consolidated Financial Statements – Addex Therapeutics**\n\n**As of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023**\n\n​\n\n**Consolidated Financial Statements**\n\n​\n\n[Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLIC_1) (Zurich, Switzerland; PCAOB ID#5988)\n\nF-2\n\n[Consolidated Balance Sheets as at December 31, 2025 and 2024](#ConsolidatedBalanceSheets_809071)\n\nF-5\n\n[Consolidated Statements of Profit or Loss for the years ended December 31, 2025, 2024 and 2023](#ConsolidatedStatementsofProfitorLoss_680)\n\nF-6\n\n[Consolidated Statements of Comprehensive Profit or Loss for the years ended December 31, 2025, 2024 and 2023](#ConsolidatedStatementsofComprehensivePro)\n\nF-7\n\n[Consolidated Statements of changes in Equity from December 31, 2022 to December 31, 2025](#ConsolidatedStatementsofChangesinEquity_)\n\nF-8\n\n[Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023](#ConsolidatedStatementsofCashFlows_640359)\n\nF-11\n\n[Notes to the Consolidated Financial Statements](#NotestotheConsolidated_411689)\n\nF-12\n\n​\n\nPursuant to Rule 3-09 of Regulation S-X, which requires the inclusion of separate audited financial statements for significant investments that are accounted for under the equity method, the audited consolidated financial statements comprise also the separate audited consolidated financial statements for the associate company Neurosterix US Holdings LLC.\n\n**Audited Consolidated Financial Statements – Neurosterix US Holdings LLC**\n\n**As of December 31, 2025 and for the period from April 2 to December 31, 2024**\n\n​\n\n​\n\n**Consolidated Financial Statements**\n\n​\n\n[Report of Independent Registered Public Accounting Firm](#INDEPENDENTAUDITORSREPORT_307424) (Zurich, Switzerland; PCAOB ID#5988)\n\nF-50\n\n[Consolidated Balance Sheets as at December 31, 2025](#ConsolidatedBalanceSheet_823192)\n\nF-53\n\n[Consolidated Statements of Operations and Comprehensive loss for the period from April 2, 2024 to December 31, 2024 and the year ended December 31, 2025](#ConsolidatedStatementofOperationsandComp)\n\nF-54\n\n[Consolidated Statement of Members’ Equity for the period from April 2, 2024 to December 31, 2025](#ConsolidatedStatementofMembersEquity_285)\n\nF-55\n\n[Consolidated Statements of Cash Flows for the period from April 2, 2024 to December 31, 2024 and the year ended December 31, 2025](#ConsolidatedStatementofCashFlows_390926)\n\nF-56\n\n[Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement)\n\nF-57\n\n​\n\n​\n\n​\n\nF-1\n\n[Table of Contents](#TOC)\n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n**(****BDO AG****; Zurich, Switzerland; PCAOB ID#5988)**\n\nShareholders and Board of Directors\n\nAddex Therapeutics Ltd\n\nGeneva, Switzerland\n\n**Opinion on the Consolidated Financial Statements**\n\nWe have audited the accompanying consolidated balance sheets of Addex Therapeutics Ltd (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss, comprehensive profit or loss, changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025**,**in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).\n\n**Going Concern Uncertainty**\n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 in the consolidated financial statements, the Group future viability is dependent on its ability to raise additional capital through public or private financings or collaboration agreements to finance its future operations. The Group expects that its existing cash and cash equivalents will be sufficient to fund its operations and meet all of its obligations as they fall due, through mid-June 2026. As stated in Note 4, these events or conditions, along with other matters as set forth in Note 4, raise substantial doubt about the Group’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nF-2\n\n[Table of Contents](#TOC)\n\n**Critical Audit Matter**\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\n\n**Investment in Stalicla SA**\n\nAs described in Note 24 and Note 25 to the consolidated financial statements, in 2025 the Group acquired a stake in a company called Stalicla SA, involving the acquisition of multiple financial instruments. The transaction involved various forms of consideration, including ordinary shares, warrants, anti-dilution protection, and phantom equity participation rights.\n\nWe identified the determination of fair value and identification of financial instruments, and resulting accounting for and disclosure of these financial instruments as a critical audit matter. The fair value determination for these financial instruments and assumptions used required significant management’s judgments and estimates including the volatility assumption. Auditing these judgments and estimates involved especially challenging and subjective auditor judgement and specialized skills and knowledge to address these matters.\n\nThe primary procedures we performed to address this critical audit matter included:\n\n●Evaluating certain of the underlying supporting documents and contracts utilized in identifying and valuing the financial instruments.\n\n●Evaluating management’s assessment of the initial and subsequent measurement of the equity and derivative instruments, including the appropriateness of the fair value through other comprehensive income designation election and recoverability.\n\n●Utilizing personnel with specialized knowledge and skill in valuation to assist in assessing the valuation methodologies and models used, the reasonableness of the volatility assumption, and the reasonableness of the allocation of fair value to different financial instruments.\n\nBDO AG\n\n/s/Philipp Kegele\n\n/s/Nigel Le Masurier\n\n​\n\nWe have served as the Company’s auditor since 2020.\n\nZurich, Switzerland, May 15, 2026\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\n**Consolidated Financial Statements of********Addex Therapeutics Ltd as at December 31, 202****5**\n\n​\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\n**Consolidated Balance Sheets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n  ​ ​ ​\n\n**Notes**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n​\n\n​\n\n​\n\n​\n\n**Amounts in Swiss francs**\n\n**ASSETS**\n\n​\n\n​\n\n \n\n​\n\n​\n\n​\n\n**Current assets**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCash and cash equivalents\n\n \n\n6\n\n \n\n1,638,612\n\n \n\n3,341,738\n\nOther financial assets\n\n \n\n7\n\n \n\n5,130\n\n \n\n6,496\n\nTrade and other receivables\n\n​\n\n7\n\n​\n\n20,087\n\n​\n\n15,513\n\nPrepayments\n\n \n\n7\n\n \n\n16,295\n\n \n\n169,649\n\nOther short-term assets\n\n​\n\n7\n\n​\n\n—\n\n​\n\n7,967\n\n**Total current assets**\n\n \n\n​\n\n** **\n\n**1,680,124**\n\n** **\n\n**3,541,363**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current assets**\n\n \n\n  ​\n\n \n\n​\n\n \n\n​\n\nRight-of-use assets\n\n​\n\n8\n\n​\n\n33,530\n\n​\n\n41,578\n\nIntangible assets\n\n​\n\n10\n\n​\n\n—\n\n​\n\n—\n\nEquipment\n\n​\n\n9\n\n​\n\n707\n\n​\n\n1,131\n\nNon-current financial assets\n\n \n\n11\n\n \n\n7,086\n\n \n\n7,089\n\nInvestment accounted for using the equity method\n\n​\n\n23\n\n​\n\n3,847,796\n\n​\n\n7,087,142\n\nFinancial assets at fair value through other comprehensive income\n\n​\n\n24\n\n​\n\n285,962\n\n​\n\n—\n\nDerivative financial instrument\n\n​\n\n25\n\n​\n\n509,067\n\n​\n\n—\n\n**Total non-current assets**\n\n \n\n​\n\n** **\n\n**4,684,148**\n\n** **\n\n**7,136,940**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total assets**\n\n \n\n​\n\n \n\n**6,364,272**\n\n \n\n**10,678,303**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LIABILITIES AND EQUITY**\n\n \n\n  ​\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current liabilities**\n\n \n\n  ​\n\n \n\n​\n\n \n\n​\n\nCurrent lease liabilities\n\n​\n\n3.2\n\n​\n\n7,680\n\n​\n\n7,306\n\nPayables and accruals\n\n \n\n12\n\n \n\n1,191,284\n\n \n\n794,787\n\n**Total current liabilities**\n\n \n\n​\n\n \n\n**1,198,964**\n\n \n\n**802,093**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current liabilities**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nNon-current lease liabilities\n\n​\n\n3.2\n\n​\n\n27,008\n\n​\n\n34,688\n\nRetirement benefits obligations\n\n \n\n20\n\n \n\n371,608\n\n \n\n164,251\n\n**Total non-current liabilities.**\n\n \n\n​\n\n \n\n**398,616**\n\n \n\n**198,939**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Equity**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nShare capital\n\n \n\n13\n\n \n\n2,186,545\n\n \n\n1,843,545\n\nShare premium\n\n \n\n13\n\n \n\n267,308,174\n\n \n\n266,382,670\n\nOther equity\n\n \n\n13\n\n \n\n64,620,223\n\n \n\n64,620,223\n\nTreasury shares reserve\n\n​\n\n13\n\n​\n\n(1,014,980)\n\n​\n\n(869,708)\n\nOther reserves\n\n​\n\n​\n\n​\n\n31,757,431\n\n​\n\n31,062,996\n\nAccumulated deficit\n\n \n\n  ​\n\n \n\n(360,090,701)\n\n \n\n(353,362,455)\n\n**Total equity**\n\n \n\n  ​\n\n** **\n\n**4,766,692**\n\n** **\n\n**9,677,271**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total liabilities and equity**\n\n \n\n  ​\n\n** **\n\n**6,364,272**\n\n** **\n\n**10,678,303**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\n**Consolidated Statements of Profit or Loss**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n  ​ ​ ​\n\n**Notes**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023***\n\n​\n\n​\n\n​\n\n​\n\n**Amounts in Swiss Francs**\n\n**Revenue from contract with customer**\n\n​\n\n15\n\n​\n\n**29,972**\n\n​\n\n**404,102**\n\n​\n\n**1,612,953**\n\n**Other income**\n\n​\n\n16\n\n​\n\n**142,888**\n\n​\n\n**5,940**\n\n​\n\n**4,235**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating costs**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nResearch and development\n\n​\n\n​\n\n​\n\n(671,651)\n\n​\n\n(854,305)\n\n​\n\n(1,186,692)\n\nGeneral and administration\n\n​\n\n​\n\n​\n\n(2,315,807)\n\n​\n\n(2,310,970)\n\n​\n\n(2,673,463)\n\n**Total operating costs**\n\n​\n\n17\n\n​\n\n**(2,987,458)**\n\n​\n\n**(3,165,275)**\n\n​\n\n**(3,860,155)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating loss**\n\n​\n\n​\n\n​\n\n**(2,814,598)**\n\n​\n\n**(2,755,233)**\n\n​\n\n**(2,242,967)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance income\n\n​\n\n​\n\n​\n\n—\n\n​\n\n26,595\n\n​\n\n63,964\n\nFinance expense\n\n​\n\n​\n\n​\n\n(15,547)\n\n​\n\n(3,547)\n\n​\n\n(321,150)\n\n**Finance result**\n\n​\n\n21\n\n​\n\n**(15,547)**\n\n​\n\n**23,048**\n\n​\n\n**(257,186)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nShare of net loss of investments accounted for using the equity method\n\n​\n\n23\n\n​\n\n(4,012,443)\n\n​\n\n(2,177,157)\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net loss before tax from continuing operations**\n\n​\n\n​\n\n​\n\n**(6,842,588)**\n\n​\n\n**(4,909,342)**\n\n​\n\n**(2,500,153)**\n\nIncome tax expense\n\n​\n\n19\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**Net loss from continuing operations**\n\n** **\n\n​\n\n** **\n\n**(6,842,588)**\n\n** **\n\n**(4,909,342)**\n\n​\n\n**(2,500,153)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet profit / (loss) from discontinued operations (attributable to equity holders of the Group)\n\n​\n\n22\n\n​\n\n114,342\n\n​\n\n11,965,129\n\n​\n\n(8,056,074)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net profit / (loss) for the period**\n\n​\n\n​\n\n​\n\n**(6,728,246)**\n\n​\n\n**7,055,787**\n\n​\n\n**(10,556,227)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Basic and diluted profit / (loss) per share for profit/(loss) attributable to the ordinary equity holders of the Company**\n\n​\n\n26\n\n​\n\n**(0.06)**\n\n​\n\n**0.07**\n\n​\n\n**(0.14)**\n\nFrom continuing operations\n\n​\n\n​\n\n​\n\n(0.06)\n\n​\n\n(0.05)\n\n​\n\n(0.03)\n\nFrom discontinued operations\n\n​\n\n​\n\n​\n\n—\n\n​\n\n0.12\n\n​\n\n(0.11)\n\n****The comparative information has been re-presented due to discontinued operations that have been reclassed to the financial line called “Net profit or loss from discontinued operations” (note 23). In the other sections of these consolidated financial statements an asterisk will indicate where comparative information has been re-presented*\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\n​\n\nF-6\n\n[Table of Contents](#TOC)\n\n**Consolidated Statements of Comprehensive Profit or Loss**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n  ​ ​ ​\n\n**Notes**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023***\n\n​\n\n​\n\n​\n\n​\n\n**Amounts in Swiss francs**\n\n**Net profit / (loss) for the period**\n\n​\n\n​\n\n​\n\n**(6,728,246)**\n\n​\n\n**7,055,787**\n\n​\n\n**(10,556,227)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Other comprehensive income / (loss)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nItems that will never be reclassified to profit and loss:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nShare of other comprehensive loss of investments accounted for using the equity method\n\n​\n\n23\n\n​\n\n773,097\n\n​\n\n(164,101)\n\n​\n\n—\n\nRemeasurements of retirement benefits obligation related to continuing operations\n\n \n\n20\n\n \n\n(214,577)\n\n \n\n(202,389)\n\n \n\n(25,357)\n\nRemeasurements of retirement benefits obligation related to discontinued operations\n\n \n\n20\n\n \n\n—\n\n \n\n(47,348)\n\n \n\n(480,810)\n\nItems that may be classified subsequently to profit or loss:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExchange difference on translation of foreign operations\n\n​\n\n​\n\n \n\n(514)\n\n \n\n985\n\n \n\n(2,000)\n\n**Other comprehensive income / (loss) for the period, net of tax**\n\n​\n\n​\n\n** **\n\n**558,006**\n\n** **\n\n**(412,853)**\n\n \n\n**(508,167)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total comprehensive profit / (loss) for the period**\n\n​\n\n​\n\n** **\n\n**(6,170,240)**\n\n** **\n\n**6,642,934**\n\n \n\n**(11,064,394)**\n\nFrom continuing operations\n\n​\n\n​\n\n \n\n(6,284,582)\n\n \n\n(5,274,847)\n\n \n\n(2,527,510)\n\nFrom discontinued operations\n\n​\n\n​\n\n \n\n114,342\n\n \n\n11,917,781\n\n \n\n(8,536,884)\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-7\n\n[Table of Contents](#TOC)\n\n**Consolidated Statements of Changes in Equity****(1/3)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Foreign**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Treasury**\n\n​\n\n**Currency**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Share**\n\n​\n\n**Share**\n\n​\n\n​\n\n​\n\n**Shares**\n\n​\n\n**Translation**\n\n​\n\n**Other**\n\n​\n\n**Accumulated**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Notes**\n\n**  ​ ​ ​**\n\n**Capital**\n\n**  ​ ​ ​**\n\n**Premium**\n\n**  ​ ​ ​**\n\n**Other Equity**\n\n**  ​ ​ ​**\n\n**Reserve**\n\n**  ​ ​ ​**\n\n**Reserve**\n\n**  ​ ​ ​**\n\n**Reserves**\n\n**  ​ ​ ​**\n\n**Deficit**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Balance as of December 31, 2022**\n\n** **\n\n​\n\n​\n\n**1,153,483**\n\n​\n\n**269,511,610**\n\n​\n\n**64,620,223**\n\n​\n\n**(6,278,763)**\n\n​\n\n**(657,870)**\n\n​\n\n**26,426,243**\n\n​\n\n**(349,862,015)**\n\n​\n\n**4,912,911**\n\nNet loss for the year\n\n \n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(10,556,227)\n\n​\n\n(10,556,227)\n\nOther comprehensive loss for the year\n\n \n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(2,000)\n\n​\n\n(506,167)\n\n​\n\n—\n\n​\n\n(508,167)\n\n**Total comprehensive loss for the year**\n\n** **\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**(2,000)**\n\n​\n\n**(506,167)**\n\n​\n\n**(10,556,227)**\n\n​\n\n**(11,064,394)**\n\nIssue of treasury shares\n\n​\n\n13\n\n​\n\n329,000\n\n \n\n—\n\n \n\n—\n\n \n\n(329,000)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nExercise ESOP (treasury shares IFRS 2)\n\n​\n\n13/14\n\n​\n\n125,272\n\n \n\n—\n\n \n\n—\n\n \n\n(125,272)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nCost of treasury shares issuance\n\n​\n\n​\n\n​\n\n—\n\n \n\n(30,804)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(30,804)\n\nSale of pre-funded warrants\n\n​\n\n13\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n3,382,259\n\n \n\n—\n\n \n\n3,382,259\n\nCost of pre-funded warrants sold\n\n​\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(136,327)\n\n \n\n—\n\n \n\n(136,327)\n\nExercise of pre-funded warrants\n\n​\n\n​\n\n \n\n235,790\n\n \n\n3,046,123\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(3,245,932)\n\n \n\n—\n\n \n\n35,981\n\nCosts of pre - funded warrants exercised\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(53,445)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(53,445)\n\nValue of warrants and pre-funded warrants\n\n​\n\n13\n\n \n\n—\n\n \n\n(2,760,143)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n2,760,143\n\n \n\n—\n\n \n\n—\n\nValue of share-based services\n\n​\n\n14\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n1,794,467\n\n \n\n—\n\n \n\n1,794,467\n\nMovement in treasury shares:\n\n​\n\n13\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSale of treasury shares\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(3,472,140)\n\n​\n\n—\n\n​\n\n5,824,973\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n2,352,833\n\nCosts related to the sale of treasury shares\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(36,747)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(36,747)\n\nNet purchases under liquidity agreement\n\n​\n\n​\n\n \n\n—\n\n \n\n(817)\n\n \n\n—\n\n \n\n(1,504)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(2,321)\n\nCosts under sale agency agreement\n\n​\n\n​\n\n \n\n—\n\n \n\n(8,948)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(8,948)\n\n**Balance as of December 31, 2023**\n\n​\n\n​\n\n​\n\n**1,843,545**\n\n** **\n\n**266,194,689**\n\n** **\n\n**64,620,223**\n\n** **\n\n**(909,566)**\n\n** **\n\n**(659,870)**\n\n** **\n\n**30,474,686**\n\n** **\n\n**(360,418,242)**\n\n \n\n**1,145,465**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-8\n\n[Table of Contents](#TOC)\n\n**Consolidated Statements of Changes in Equity (2/3)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Foreign**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Treasury**\n\n​\n\n**Currency**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Share**\n\n​\n\n**Share**\n\n​\n\n​\n\n​\n\n**Shares**\n\n​\n\n**Translation**\n\n​\n\n**Other**\n\n​\n\n**Accumulated **\n\n​\n\n​\n\n​\n\n​\n\n**Notes**\n\n​\n\n**Capital**\n\n​\n\n**Premium**\n\n​\n\n**Other Equity**\n\n​\n\n**Reserve**\n\n​\n\n**Reserve**\n\n​\n\n**Reserves**\n\n​\n\n**Deficit**\n\n​\n\n**Total**\n\n**Balance as of December 31, 2023**\n\n​\n\n​\n\n​\n\n**1,843,545**\n\n​\n\n**266,194,689**\n\n​\n\n**64,620,223**\n\n​\n\n**(909,566)**\n\n​\n\n**(659,870)**\n\n​\n\n**30,474,686**\n\n​\n\n**(360,418,242)**\n\n​\n\n**1,145,465**\n\nNet profit for the year\n\n​\n\n​\n\n​\n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n7,055,787\n\n \n\n7,055,787\n\nOther comprehensive loss for the year\n\n​\n\n​\n\n​\n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n985\n\n \n\n(413,838)\n\n \n\n—\n\n \n\n(412,853)\n\n**Total comprehensive profit for the year**\n\n​\n\n​\n\n​\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**985**\n\n** **\n\n**(413,838)**\n\n** **\n\n**7,055,787**\n\n** **\n\n**6,642,934**\n\nCost of treasury shares issuance\n\n \n\n​\n\n​\n\n—\n\n \n\n(7,037)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(7,037)\n\nCost of pre - funded warrants exercised\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(4,259)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(4,259)\n\nValue of share-based services\n\n \n\n14\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n1,661,033\n\n \n\n—\n\n \n\n1,661,033\n\nMovement in treasury shares:\n\n \n\n13\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSale of treasury shares\n\n \n\n​\n\n \n\n—\n\n \n\n204,750\n\n \n\n—\n\n \n\n30,507\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n235,257\n\nCosts related to the sale of treasury shares\n\n \n\n​\n\n \n\n—\n\n \n\n(1,764)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(1,764)\n\nNet sales under liquidity agreement\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(3,709)\n\n​\n\n—\n\n​\n\n9,351\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n5,642\n\n**Balance as of December 31, 2024**\n\n** **\n\n​\n\n** **\n\n**1,843,545**\n\n** **\n\n**266,382,670**\n\n** **\n\n**64,620,223**\n\n** **\n\n**(869,708)**\n\n** **\n\n**(658,885)**\n\n** **\n\n**31,721,881**\n\n** **\n\n**(353,362,455)**\n\n** **\n\n**9,677,271**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-9\n\n[Table of Contents](#TOC)\n\n**Consolidated Statements of Changes in Equity (3/3)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Foreign**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Treasury**\n\n​\n\n**Currency**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Share**\n\n​\n\n**Share**\n\n​\n\n​\n\n​\n\n**Shares**\n\n​\n\n**Translation**\n\n​\n\n**Other**\n\n​\n\n**Accumulated **\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Notes**\n\n**  ​ ​ ​**\n\n**Capital**\n\n**  ​ ​ ​**\n\n**Premium**\n\n**  ​ ​ ​**\n\n**Other Equity**\n\n**  ​ ​ ​**\n\n**Reserve**\n\n**  ​ ​ ​**\n\n**Reserve**\n\n**  ​ ​ ​**\n\n**Reserves**\n\n**  ​ ​ ​**\n\n**Deficit**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Balance as of December 31, 2024**\n\n​\n\n​\n\n​\n\n**1,843,545**\n\n​\n\n**266,382,670**\n\n​\n\n**64,620,223**\n\n​\n\n**(869,708)**\n\n​\n\n**(658,885)**\n\n​\n\n**31,721,881**\n\n​\n\n**(353,362,455)**\n\n​\n\n**9,677,271**\n\nNet loss for the year\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(6,728,246)\n\n \n\n(6,728,246)\n\nOther comprehensive loss for the year\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(514)\n\n \n\n558,520\n\n \n\n—\n\n \n\n558,006\n\n**Total comprehensive loss for the year**\n\n** **\n\n​\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**(514)**\n\n** **\n\n**558,520**\n\n** **\n\n**(6,728,246)**\n\n** **\n\n**(6,170,240)**\n\nIssue of treasury shares\n\n \n\n13\n\n \n\n343,000\n\n \n\n—\n\n \n\n—\n\n \n\n(343,000)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nCost of treasury shares issuance\n\n \n\n​\n\n \n\n—\n\n \n\n(11,042)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(11,042)\n\nValue of warrants\n\n \n\n13\n\n \n\n—\n\n \n\n(65,609)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n65,609\n\n \n\n—\n\n \n\n—\n\nValue of share-based services\n\n \n\n14\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n70,820\n\n \n\n—\n\n \n\n70,820\n\nMovement in treasury shares:\n\n \n\n13\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nSale of treasury shares\n\n \n\n​\n\n \n\n—\n\n \n\n1,033,978\n\n \n\n—\n\n \n\n196,126\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n1,230,104\n\nCosts related to the sale of treasury shares\n\n \n\n​\n\n \n\n—\n\n \n\n(28,850)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(28,850)\n\nNet sales under liquidity agreement\n\n \n\n​\n\n \n\n—\n\n \n\n(2,973)\n\n \n\n—\n\n \n\n1,602\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(1,371)\n\n**Balance as of December 31, 2025**\n\n** **\n\n​\n\n** **\n\n**2,186,545**\n\n** **\n\n**267,308,174**\n\n** **\n\n**64,620,223**\n\n** **\n\n**(1,014,980)**\n\n** **\n\n**(659,399)**\n\n** **\n\n**32,416,830**\n\n** **\n\n**(360,090,701)**\n\n** **\n\n**4,766,692**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\n​\n\n​\n\nF-10\n\n[Table of Contents](#TOC)\n\n**Consolidated Statements of Cash Flows**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n  ​ ​ ​\n\n**Notes**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023**\n\n​\n\n​\n\n​\n\n​\n\n**Amounts in Swiss francs**\n\n**Net profit / (loss) for the period**\n\n** **\n\n**  ​**\n\n** **\n\n**(6,728,246)**\n\n** **\n\n**7,055,787**\n\n​\n\n**(10,556,227)**\n\nAdjustments for:\n\n \n\n  ​\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\nNet gain on Neurosterix Transaction\n\n​\n\n22\n\n​\n\n(114,342)\n\n​\n\n(13,943,595)\n\n​\n\n—\n\nFair value of services received at zero cost recorded as income\n\n​\n\n10/16\n\n​\n\n(141,018)\n\n​\n\n—\n\n​\n\n—\n\nFair value of services received at zero cost recorded as other operating costs\n\n​\n\n10/17\n\n​\n\n141,018\n\n​\n\n—\n\n​\n\n—\n\nValue of share-based services\n\n​\n\n14/22\n\n​\n\n70,820\n\n​\n\n502,964\n\n​\n\n1,794,467\n\nPost-employment benefits\n\n​\n\n20/22\n\n​\n\n(7,218)\n\n​\n\n(95,219)\n\n​\n\n(62,643)\n\nShare of the net loss of associates\n\n​\n\n23\n\n​\n\n4,012,443\n\n​\n\n2,177,157\n\n​\n\n—\n\nDepreciation\n\n \n\n8/22\n\n \n\n8,472\n\n \n\n260,120\n\n​\n\n305,952\n\nNet gain related to lease modification\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(2,770)\n\n​\n\n(318)\n\nFinance cost / (income) net\n\n \n\n  ​\n\n \n\n37,607\n\n \n\n(99,628)\n\n​\n\n312,602\n\nDecrease / (increase) in other financial assets\n\n \n\n7/22\n\n \n\n1,366\n\n \n\n(5,648)\n\n​\n\n2,317\n\nDecrease / (increase) in trade and other receivables\n\n \n\n7/22\n\n \n\n(4,574)\n\n \n\n93,107\n\n​\n\n306,514\n\nDecrease in contract asset\n\n \n\n7/22\n\n \n\n—\n\n \n\n40,907\n\n​\n\n140,534\n\nDecrease / (increase) in prepayments\n\n \n\n7/22\n\n \n\n153,354\n\n \n\n(164,284)\n\n​\n\n53,386\n\nDecrease / (increase) in other current assets\n\n \n\n7/22\n\n \n\n7,967\n\n \n\n(7,967)\n\n​\n\n—\n\nIncrease / (decrease) in payables and accruals\n\n \n\n12/22\n\n \n\n391,234\n\n \n\n(1,146,084)\n\n​\n\n(613,205)\n\nDecrease in deferred income\n\n \n\n​\n\n \n\n—\n\n \n\n(38,401)\n\n​\n\n324,210\n\n**Net cash used in operating activities**\n\n \n\n  ​\n\n** **\n\n**(2,171,117)**\n\n** **\n\n**(5,373,554)**\n\n​\n\n**(7,992,411)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from / (used in) investing activities**\n\n \n\n  ​\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\nConsideration from Neurosterix Transaction\n\n​\n\n22\n\n​\n\n114,342\n\n​\n\n5,119,754\n\n​\n\n—\n\nLegal fees paid for Neurosterix Transaction\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(473,270)\n\n​\n\n—\n\nInvestment in Stalicla SA – preferred shares\n\n​\n\n25\n\n​\n\n(285,962)\n\n​\n\n—\n\n​\n\n—\n\nInvestment in Stalicla SA – derivative financial instruments\n\n​\n\n25\n\n​\n\n(509,067)\n\n​\n\n—\n\n​\n\n—\n\nPurchase of property, plant and equipment\n\n \n\n9\n\n \n\n—\n\n \n\n(1,273)\n\n​\n\n(6,842)\n\n**Net cash from/(used in) investing activities**\n\n \n\n​\n\n** **\n\n**(680,687)**\n\n** **\n\n**4,645,211**\n\n​\n\n**(6,842)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from financing activities**\n\n \n\n  ​\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\nSale of treasury shares\n\n​\n\n​\n\n​\n\n1,228,733\n\n​\n\n240,899\n\n​\n\n2,350,512\n\nCost paid on sale of treasury shares\n\n​\n\n​\n\n​\n\n(28,850)\n\n​\n\n(25,782)\n\n​\n\n(48,051)\n\nCost of treasury share issuance\n\n​\n\n​\n\n​\n\n(6,292)\n\n​\n\n—\n\n​\n\n(53,600)\n\nProceeds from the exercise of pre-funded warrants\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,418,240\n\nCosts paid on exercise of pre-funded warrants\n\n​\n\n​\n\n​\n\n—\n\n​\n\n(36,457)\n\n​\n\n(163,069)\n\nPrincipal element of lease payment\n\n​\n\n​\n\n​\n\n(7,306)\n\n​\n\n(73,688)\n\n​\n\n(281,793)\n\nInterest received\n\n​\n\n21\n\n​\n\n—\n\n​\n\n9,165\n\n​\n\n63,964\n\nInterest paid\n\n \n\n21\n\n \n\n(2,421)\n\n \n\n(9,219)\n\n​\n\n(21,607)\n\n**Net cash from financing activities**\n\n \n\n  ​\n\n** **\n\n**1,183,864**\n\n** **\n\n**104,918**\n\n​\n\n**5,264,596**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Decrease in cash and cash equivalents**\n\n \n\n  ​\n\n** **\n\n**(1,667,940)**\n\n** **\n\n**(623,425)**\n\n​\n\n**(2,734,657)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash and cash equivalents at beginning of the year\n\n \n\n6\n\n \n\n3,341,738\n\n \n\n3,865,481\n\n​\n\n6,957,086\n\nExchange difference on cash and cash equivalents\n\n \n\n  ​\n\n \n\n(35,186)\n\n \n\n99,682\n\n​\n\n(356,948)\n\n**Cash and cash equivalents at end of the year**\n\n \n\n**6**\n\n** **\n\n**1,638,612**\n\n** **\n\n**3,341,738**\n\n​\n\n**3,865,481**\n\n​\n\n​\n\nDuring the year ended December 31, 2025, the non-cash item transactions reported by the Group primarily related to the share of net loss of associates amounting to CHF 4.0 million. During the year ended December 31, 2024, the Group reported a net gain on Neurosterix Transaction of CHF 13.94 million of which CHF 8.87 million relates to non-cash items including CHF 9.43 million for the fair value of its 20 % participation in Neurosterix US Holdings LLC and CHF 0.2 million for the fair value of the service agreement provided at zero cost partially offset by the accelerated vesting of equity incentive units of employees transferred to Neurosterix Pharma Sàrl amounting to CHF 1.2 million (note 22). During the same period ended December 31, 2024, the share of the net loss of associates amounted to CHF 2.2 million.\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\nF-11\n\n[Table of Contents](#TOC)\n\n**Notes to the Consolidated Financial Statements**\n\n**(Amounts in Swiss francs)**\n\n1. General information\n\nAddex Therapeutics Ltd (the “Company”) and its subsidiaries (together, the “Group”) are a clinical stage biopharmaceutical company focused on developing a portfolio of novel small molecule allosteric modulators for neurological disorders.\n\nThe Company is a Swiss stockholding corporation domiciled c/o Addex Pharma SA, Chemin des Aulx 12, CH 1228 Plan-les-Ouates, Geneva, Switzerland and the parent company of Addex Pharma SA, Addex Pharmaceuticals France SAS and Addex Pharmaceuticals Inc. Addex Therapeutics also owns a 20% equity interest in Neurosterix US Holdings LLC, USA. Neurosterix US Holdings LLC fully owns directly Neurosterix Swiss Holdings AG, Switzerland and indirectly Neurosterix Pharma Sàrl whose principal place of business is Chemin des Mines 9, CH 1202 Geneva, Switzerland.\n\nThe Group’s principal place of business is Chemin des Mines 9, CH 1202 Geneva, Switzerland. Its registered shares are traded at the SIX Swiss Exchange, under the ticker symbol ADXN and its American Depositary Shares (ADSs) on the Nasdaq Stock Market under the symbol “ADXN”. ADSs represents shares that continue to be admitted to trading on SIX Swiss Exchange.\n\nThese consolidated financial statements have been approved for issuance by the Board of Directors on 29 April, 2026.\n\n2. Summary of material accounting policies\n\nThe principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.\n\n2.1\n\nBasis of preparation\n\nThe consolidated financial statements of Addex Therapeutics Ltd have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”), and under the historical cost convention.\n\nThe preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4 “Material accounting estimates and judgements”.\n\nDue to rounding, numbers presented throughout these consolidated financial statements may not add up precisely to the totals provided. All ratios and variances are calculated using the underlying amount rather than the presented rounded amount.\n\nWhere necessary, comparative figures have been revised to conform with the 2024 and 2025 presentation years. In particular, we re-presented the consolidated statements of profit or loss and comprehensive income or loss for the year ended December 31, 2023, in order to reclass discontinued operations in accordance with IFRS 5 (note 23).\n\n​\n\nF-12\n\n[Table of Contents](#TOC)\n\n2.2\n\nStandards and interpretations published by the IASB\n\nNew and amended standards adopted by the Group\n\nA number of new or amended standards and interpretations became applicable for financial reporting periods beginning on or after January 1, 2025. Of the latter, the Group noted the amendment of IAS 21: The Effects of Changes in Foreign Exchange rates relating to the exchange rate of currencies that are not exchangeable. The Group concluded that this amendment was not relevant as the Group only uses major currencies.\n\n*New and amended standards not yet adopted by the Group*\n\nThe Group is also assessing other new and revised standards which are not mandatory until after 2025. A preliminary assessment has been performed regarding the impact of the implementation of IFRS 18 – *Presentation and Disclosure in Financial Statements*, which will replace IAS 1 - *Presentation of Financial Statements* - from January 1, 2027. The Group concluded that no material impact is expected on its consolidated financial statements. Based on the initial assessment, the Group also expects that no Management defined Performance Measures or MPM’s will be required to be reported.\n\n2.3\n\nConsolidation\n\nSubsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting after initially being recognized at cost.\n\nThe Company currently consolidates the financial operations of its fully-owned subsidiaries, Addex Pharma SA, Addex Pharmaceuticals Inc. and Addex Pharmaceuticals France SAS. The Group as well owns a 20% equity interest in Neurosterix US Holdings LLC accounted for using the equity method.\n\nInter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The reporting date of all Group companies is December 31.\n\n2.4\n\nSegment reporting\n\nThe Group operates in one segment, which is the discovery, development and commercialization of small-molecule pharmaceutical products. A single management team that reports to the Chief Executive Officer comprehensively manages the entire business. The chief operating decision-maker is the Chief Executive Officer who reviews the statement of operations of the Group on a consolidated basis, makes decisions and manages the operations of the Group as a single operating segment. The Group’s activities are not affected by any significant seasonal effect. Revenue is attributable to the Company’s country of domicile, Switzerland.\n\n2.5\n\nForeign currency transactions\n\nFunctional and presentation currency\n\nItems included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Swiss francs, which is the Group’s presentation currency.\n\nF-13\n\n[Table of Contents](#TOC)\n\nTransactions and balances\n\nForeign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive loss.\n\nForeign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive loss within ‘finance result’.\n\nGroup companies\n\nThe results and financial position of the Group’s subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:\n\n●assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;\n\n●income and expenses for each statement of comprehensive loss are translated at the average exchange rate; and\n\n●all resulting exchange differences are recognized in other comprehensive loss.\n\n2.6\n\nProperty, plant and equipment\n\nProperty, plant and equipment are stated at historical cost less accumulated depreciation, and impairment (if any). Historical cost includes expenditure that is directly attributable to the acquisition of the item. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive loss during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives as follows:\n\n​\n\n​\n\n​\n\n​\n\nComputer equipment\n\n  ​ ​ ​\n\n3 years\n\nLaboratory equipment\n\n \n\n4 years\n\nFurniture and fixtures\n\n \n\n5 years\n\nChemical library\n\n \n\n5 years\n\n​\n\nThe assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see note 2.7). Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included in the statement of comprehensive loss.\n\n2.7\n\nFinancial assets\n\nThe Group has two categories of financial assets, namely “trade and other receivables” and “financial instruments”. Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are held for collection of contractual cash flows which represent solely the payment of principal and interest. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Trade and other receivables are included in other current assets in the balance sheet (see note 7).\n\nTrade and other receivables are initially measured at fair value and subsequently measured at amortized cost and are derecognized when settled.\n\nThe Group classifies a contract asset as a receivable when the Group’s right to consideration is unconditional. If the Group transfers control of goods or services to a customer before the customer pays consideration, the Group records either a contract asset or a receivable depending on the nature of the Group’s right to consideration for its performance. Contract assets and contract liabilities arising from the same contract are netted and presented as either a single net contract asset or net contract liability.\n\nF-14\n\n[Table of Contents](#TOC)\n\nThe Group measures all financial instruments at fair value. Where the Management has elected to present fair value gains and losses on financial instruments in Other Comprehensive Income (OCI), there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the financial instrument. Changes in the fair value of financial instruments are recognized in other gains and losses in the statement of profit or loss as applicable. The Group measures its instruments at fair value at each reporting date based on measurements categorized into three levels in accordance on the degree to which inputs are observable.\n\n*Impairment of trade and other receivables*\n\nThe Group recognizes a loss allowance for expected credit losses on trade and other receivables, contract assets and security rental deposits that are measured at amortized cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.\n\nThe Group always recognizes lifetime expected credit losses(“ECL”) for trade and other receivables and contract assets where applicable. The ECL on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.\n\nLifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.\n\n**2.8**\n\n**Equity method**\n\nUnder the equity method accounting, the Group recognize the investments at cost and adjust them there after to recognize the Group’s share of post-acquisition profits and losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Where the Group’ share of losses in an equity-accounted investment equals or exceeds its interest in the entity, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. The carrying amount of the equity-accounted investments is tested for impairment at each closing.\n\n2.9\n\nCash and cash equivalents\n\nCash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. They are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Any bank overdrafts are not netted against cash and cash equivalents but are shown as part of current liabilities on the consolidated balance sheet.\n\n2.10\n\nShare capital\n\nShares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown as a deduction, net of tax, from the proceeds.\n\nWhere any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental cost (net of income taxes) is recorded as a deduction from equity attributable to the Company’s equity holders as a treasury share reserve until the shares are cancelled, reissued or disposed of. When such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effect, the nominal amount is reversed from the treasury share reserve, with any remaining difference to the total transaction value being recognized in share premium.\n\nF-15\n\n[Table of Contents](#TOC)\n\nThe Company has entered into a liquidity contract where an independent broker buys and sells the Company’s shares held in the broker’s custody. Such shares are presented in the treasury share reserve with all other treasury shares directly held by Addex Pharma SA.\n\nThe Group also uses treasury shares to partially settle services rendered by third and related parties. When shares are issued for this purpose, the nominal share value is recognized as a treasury share reserve and the value above par is presented as a share premium.\n\n2.11\n\nEquity instruments\n\nThe group records in equity the pre-funded warrants sold to investors and the warrants granted to investors at a fair value calculated using Black-Scholes model. A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are made in this model. Should the assumptions and estimates underlying the fair value of these instruments vary significantly from management’s estimates, then the fair value of the equity instruments would be materially different from the amounts recorded in equity at the grant date.\n\n2.12\n\nTrade payables\n\nTrade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. All payables have a contract maturity within 1 year.\n\n2.13\n\nGrants\n\nGrants are not recognized until there is reasonable assurance that the Group will comply with the terms and conditions of the grant and that the grants will be received. Grants are recognized as other income in the statement of comprehensive loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grant is intended to compensate. Specifically, grants whose primary conditions are that the Group should undertake specific research activities within a defined period of time, are recognized as deferred income in the consolidated statement of financial position and transferred to the statement of comprehensive loss on a systematic and rationale basis over the defined timeframe.\n\n2.14\n\nDeferred income tax\n\nDeferred income tax is recorded in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.\n\nDeferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.\n\nDeferred income tax is recorded on temporary differences arising on investments in subsidiaries, except where the Group deems it probable that the temporary difference will not reverse in the foreseeable future. The temporary differences arising in investments accounted for using the equity method are recorded as deferred income taxes.\n\nDeferred income tax assets from tax loss carry forwards are initially recognized to the extent that the realization of the related tax benefit through future taxable profits is probable. Deferred liabilities may be recorded where they exceed tax loss carried forward.\n\nF-16\n\n[Table of Contents](#TOC)\n\n2.15\n\nPension obligations\n\nThe Group operates one pension scheme. The scheme is generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has defined benefit plans. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and changes in the asset ceiling effect are recognized immediately in other comprehensive loss and past-service costs are recognized immediately in statement of comprehensive loss.\n\nUnder IAS 19, the shortfall or the surplus of the fair value of the plan assets compared with the defined benefit obligation is recorded as a liability or an asset in the consolidated balance sheet. That recognition is subject to asset ceiling rules and minimum funding requirements set out in IFRIC 14. The defined benefit obligation is calculated at least annually by an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.\n\n2.16\n\nShare-based compensation\n\nThe Group operates a share option plan. The fair value of the services received in exchange for the grant or transfer of options is recognized in the consolidated financial statements over the period for which the services are received. The total amount to be recognized over the vesting period is determined by reference to the fair value of the equity incentive unit granted or transferred. The fair value of instruments granted includes any market performance conditions and excludes the impact of any service and non-market performance vesting conditions. Service and non-market performance conditions are included in assumptions about the number of equity incentive units that are expected to vest. At each balance sheet date, the Group revises its estimates for the number of equity incentive units that are expected to vest. It recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive loss, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the equity incentive units are exercised.\n\n2.17\n\nRevenue recognition\n\nThe Group recognizes revenue from the license of intellectual property and providing research and development services:\n\nLicense of intellectual property\n\nIf the license to the Group’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Group recognizes revenues when the license conveys a right of use, or there is a right of access to the underlying intellectual property. For licenses that are sold in conjunction with a related service, the Group uses judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. If the performance obligation is settled over time, the Group determines the appropriate method of measuring progress for purposes of recognizing license revenue. The Group evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.\n\nResearch and development services\n\nThe Group has an arrangement with its partner that includes deploying its employees for research and development activities. The Group assesses if these research and development activities are considered distinct in the context of the respective contract and, if so, they are accounted for as a separate performance obligation. This revenue is calculated based on the costs incurred (input method) in accordance with the respective contract and recorded within “Revenue from contract with customer*”* over time as the activities are performed.\n\nF-17\n\n[Table of Contents](#TOC)\n\nContract balances\n\nThe Group receives payments and determines credit terms from its customers for its various performance obligations based on billing schedules established in each contract. The actual timing of the income recognition, billings and cash collections may result in other current receivables, accrued revenue (contract assets), and deferred revenue (contract liabilities) being recorded on the balance sheet. Amounts are recorded as other current receivables when the Group’s right to consideration is unconditional. The Group does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.\n\nUnder IFRS 15, the Group mainly recognizes as revenue its non-refundable license fees, milestones, research activities and royalties when its customer obtains control of promised services, in an amount that reflects the consideration which the Group expects to receive in exchange for those rendered services. At contract inception, once the contract is determined to be within the scope of IFRS 15, the Group assesses the services promised within each contract and determine those that are performance obligations and assess whether each promised service is distinct. The Group uses the most likely method to estimate any variable consideration and include such consideration in the amount of the transaction price based on an estimated stand-alone selling price. Revenue is recognized for the respective performance obligation when (or as) the performance obligation is satisfied.\n\n2.18\n\nFinance income and expense\n\nInterest received or paid on cash and cash equivalents are classified in the statement of cash flows under financing activities.\n\n2.19\n\nLeases\n\nThe Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (less than CHF 5 thousand). For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.\n\nThe lease liability is initially measured at the present value of the lease payments as from the commencement date of the lease until the expected termination date. In determining the lease term, management consider all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension option are only considered if the lease is reasonably certain to be extended. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances, that is within the control of the lessees, occurs.\n\nThe right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. They are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statement of financial position.\n\nAll lease payments on leases are presented as part of the cash flow from financing activities, except for the short-term and low value leases cash flows, which are booked under operating activities.\n\n​\n\nF-18\n\n[Table of Contents](#TOC)\n\n2.20\n\nResearch and development\n\nResearch and development costs are expensed as incurred. Costs incurred on development projects are recognized as intangible assets when the following criteria are fulfilled:\n\n●it is technically feasible to complete the intangible asset so that it will be available for use or sale;\n\n●management intends to complete the intangible asset and use or sell it;\n\n●there is an ability to use or sell the intangible asset;\n\n●it can be demonstrated how the intangible asset will generate probable future economic benefits;\n\n●adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and\n\n●the expenditure attributable to the intangible asset during its development can be reliably measured.\n\nIn the opinion of management, due to uncertainties inherent in the development of the Group’s products, the criteria for development costs to be recognized as an asset, as prescribed by IAS 38, “Intangible Assets”, are not met.\n\n3. Financial risk management\n\n3.1\n\nFinancial risk factors\n\nThe Group’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and capital risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management is carried out by the Group’s finance department (Group Finance) under the policies approved by the Board. Group Finance identifies, evaluates and in some instances economically hedges financial risks in close co-operation with the Group’s operating units. The Board provides written guidance for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest-rate risk, use of derivative financial instruments and non-derivative financial instruments, credit risk and investing excess liquidity.\n\nMarket risk and foreign exchange risk\n\nThe Group operates internationally and is exposed to foreign exchange risk arising from various exposures with respect to the Euro, US dollar and UK pound. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. To manage foreign exchange risk Group Finance maintains foreign currency cash balances to cover anticipated future requirements. The Group’s risk management policy is to economically hedge 50% to 100% of anticipated transactions in each major currency for the subsequent 12 months. The Group has a subsidiary in France and in United States of America, whose net assets are exposed to foreign currency translation risk. In 2025, a 10% increase or decrease in the EUR/CHF exchange rate would have resulted in a CHF 3,007 increase or decrease in net loss and shareholders’ equity as at December 31, 2025 (respectively a CHF 3,783 decrease or increase in 2024 and CHF 4,901 decrease or increase in 2023) a 10% increase or decrease in the GBP/ CHF exchange rate would have resulted in a CHF 3,992 increase or decrease in net loss and shareholders’ equity as at December 31, 2025 (respectively a CHF 2,285 decrease or increase in 2024 and a CHF 15,203 decrease or increase in 2023) and a 10% increase or decrease in the USD/CHF exchange rate would have resulted in a CHF 19,478 increase or decrease in net loss and shareholders’ equity as at December 31, 2025 (respectively a CHF 42,913 increase or decrease in 2024 and a CHF166,581 decrease or increase in 2023). The Group is not exposed to equity price risk or commodity price risk as it does not invest in these classes of investment.\n\nInterest rate risk\n\nThe Group’s exposure to interest rate fluctuations is limited because the Group has no interest-bearing indebtedness.\n\nF-19\n\n[Table of Contents](#TOC)\n\nCredit risk\n\nCredit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposures to collaboration partners. The Group has a limited number of collaboration partners and consequently has a significant concentration of credit risk. The Group has policies in place to ensure that credit exposure is kept to a minimum and significant concentrations of credit risk are only granted for short periods of time to high credit quality partners. The Group’s policy is to invest funds in low-risk investments including interest bearing deposits. For banks and financial institutions, only independently rated parties with a minimum rating of “A” are accepted (see note 6).\n\nLiquidity risk\n\nThe Group’s principal source of liquidity is its cash reserves which are obtained through the sale of new shares and to a lesser extent the sale of its research and development stage products. Group Finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs. The ability of the Group to maintain adequate cash reserves to sustain its activities is highly dependent on the Group’s ability to raise further funds from the licensing of its development stage products and the sale of new shares. Consequently, the Group is exposed to significant liquidity risk (see note 4).\n\n3.2\n\nCapital risk management\n\nThe Group is not regulated and not subject to specific capital requirements. The amount of equity depends on the Group’s funding needs and statutory capital requirements. The Group monitors capital periodically on an interim and annual basis. From time to time, the Group may take appropriate measures or propose capital increases to its shareholders to ensure the necessary capital remains intact. The Group did not have any short-term or long-term debt outstanding as of December 31, 2025 and 2024.\n\nThe ability of the Group to maintain adequate cash reserves to continue its activities is subject to risk as it is highly dependent on the Group’s ability to raise further funds from the sale of new shares.\n\nThe Group’s objectives when managing capital based on its net debt are to safeguard the Group’s ability to continue as a going concern in order to ensure the financing of successful research and development activities so that future profits can be generated and to maintain sufficient financial resources to mitigate against risks and unforeseen events.\n\nA reconciliation of the net debt position is detailed as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Cash and**\n\n**  ​ ​ ​**\n\n**Other**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**cash**\n\n​\n\n**financial**\n\n** **\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Leases**\n\n**  ​ ​ ​**\n\n**equivalents**\n\n**  ​ ​ ​**\n\n**assets**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Net asset / (debt) as at December 31, 2023**\n\n** **\n\n**(344,336)**\n\n​\n\n**3,865,481**\n\n​\n\n**848**\n\n​\n\n**3,521,993**\n\nCash flows\n\n \n\n73,688\n\n​\n\n(623,425)\n\n​\n\n5,648\n\n​\n\n(544,089)\n\nEffect of modification to lease terms\n\n \n\n(23,940)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(23,940)\n\nDisposal\n\n​\n\n10,178\n\n​\n\n—\n\n​\n\n—\n\n​\n\n10,178\n\nAssets transferred to Neurosterix Pharma Sàrl\n\n​\n\n242,416\n\n​\n\n—\n\n​\n\n—\n\n​\n\n242,416\n\nForeign exchange differences\n\n​\n\n—\n\n​\n\n99,682\n\n​\n\n—\n\n​\n\n99,682\n\n**Net asset / (debt) as at December 31, 2024**\n\n** **\n\n**(41,994)**\n\n​\n\n**3,341,738**\n\n​\n\n**6,496**\n\n​\n\n**3,306,240**\n\nCash flows\n\n \n\n7,306\n\n​\n\n(1,667,940)\n\n​\n\n(1,366)\n\n​\n\n(1,662,000)\n\nForeign exchange differences\n\n \n\n—\n\n​\n\n(35,186)\n\n​\n\n—\n\n​\n\n(35,186)\n\n**Net asset / (debt) as at December 31, 2025**\n\n** **\n\n**(34,688)**\n\n​\n\n**1,638,612**\n\n​\n\n**5,130**\n\n​\n\n**1,609,054**\n\n​\n\nF-20\n\n[Table of Contents](#TOC)\n\nIn addition, the maturity profile of the Group’s financial liabilities is presented in the table below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**More**\n\n**  ​ ​ ​**\n\n**Total**\n\n**  ​ ​ ​**\n\n**Carrying**\n\n​\n\n​\n\n**Less than**\n\n​\n\n**1 to 5**\n\n​\n\n**than**\n\n​\n\n**cash out**\n\n​\n\n**amount**\n\n**At December 31, 2024**\n\n​\n\n**1 Year**\n\n​\n\n**Years**\n\n​\n\n**5 Years**\n\n​\n\n**flows**\n\n​\n\n**liabilities**\n\nLease liabilities\n\n \n\n9,240\n\n​\n\n38,499\n\n​\n\n—\n\n​\n\n**47,739**\n\n​\n\n**41,994**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**More **\n\n**  ​ ​ ​**\n\n**Total**\n\n**  ​ ​ ​**\n\n**Carrying**\n\n​\n\n​\n\n**Less than**\n\n​\n\n**1 to 5**\n\n​\n\n**than**\n\n​\n\n**cash out**\n\n​\n\n**amount**\n\n**At December 31, 2025**\n\n​\n\n**1 Year**\n\n​\n\n**Years**\n\n​\n\n**5 Years**\n\n​\n\n**flows**\n\n​\n\n**liabilities**\n\nLease liabilities\n\n \n\n9,240\n\n​\n\n29.259\n\n​\n\n—\n\n​\n\n**38,499**\n\n​\n\n**34,688**\n\n​\n\nAs of December 31, 2025, lease liabilities relate to the rent of reduced office spaces, as the Group had access the Neurosterix office spaces in accordance with the service agreement (note 22).\n\n3.3\n\nFair value estimation\n\nTrade and other receivables, contract assets and payables are recorded at their nominal amounts less expected credit loss allowances. Due to the short-term nature of these instruments, their carrying amounts are considered to approximate their fair values. Accordingly, these financial assets and liabilities are measured at amortized cost in accordance with IFRS 9 Financial Instruments.\n\nFor disclosure purposes, the fair values of other financial assets and liabilities are estimated by discounting future contractual cash flows using current market interest rates available to the Group for similar financial instruments.\n\nThe fair values of financial instruments are determined using valuation techniques that incorporate both observable market data and unobservable inputs. These techniques include widely accepted valuation models such as the Black–Scholes model and Binomial valuation model.\n\nF-21\n\n[Table of Contents](#TOC)\n\n**4.**Material accounting estimates and judgments\n\nThe Group makes estimates and assumptions concerning the future. These estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities or may have had a significant impact on the reported results are disclosed below:\n\nGoing concern\n\nThe Group’s accounts are prepared on a going concern basis. Since inception, the Group has financed its cash requirements primarily from share issuances, licensing certain of its research and development stage products and selling its allosteric modulator drug discovery technology platform with a portfolio of preclinical programs. The Group is a development-stage enterprise and is exposed to all the risks inherent in establishing a business. The Group expects that its existing cash and cash equivalents, at the issuance date of these consolidated financial statements will be sufficient to fund its operations and meet all of its obligations as they fall due, through mid- June 2026. These factors individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Group’s ability to continue as a going concern for one year from the date of issuance of these consolidated financial statements. The future viability of the Group is dependent on its ability to raise additional capital through public or private financings or collaboration agreements to finance its future operations, which may be delayed due to reasons outside of the Group’s control including health pandemics and geopolitical risks. The sale of additional equity may dilute existing shareholders. The inability to obtain funding, as and when needed, would have a negative impact on the Group’s financial condition and ability to pursue its business strategies. If the Group is unable to obtain the required funding to run its operations and to develop and commercialize its product candidates, the Group could be forced to delay, reduce or stop some or all of its research and development programs to ensure it remains solvent. Management continues to explore options to obtain additional funding, including through collaborations with third parties related to the future potential development and/or commercialization of its product candidates, as well as through the monetization of the Group’s intellectual property portfolio or financial assets. However, there is no assurance that the Group will be successful in raising funds, closing collaboration agreements, obtaining sufficient funding on terms acceptable to the Group, or if at all, which could have a material adverse effect on the Group’s business, results of operations and financial condition.\n\n*The Business of the Group could be adversely affected by health pandemics and geopolitical risks*\n\nThe business of the Group could be adversely affected by health epidemics and geopolitical risks in regions where the Group or partners have concentrations of clinical trial sites or other business operations and could cause significant disruption in the operations of third-party manufacturers and CROs upon whom the Group or partners rely. Health pandemics may pose the risk that the Group, employees, contractors, collaborators, and partners may be prevented from conducting certain pre-clinical tests, clinical trials or other business activities for an indefinite period of time, including due to travel restrictions, quarantines, “stay-at-home” and “shelter-in-place” orders or shutdowns that have been or may in the future be requested or mandated by governmental authorities. For example, the COVID-19 pandemic has impacted the business of the Group and clinical trials led by the Group or partners, including as a result of delays or difficulties in clinical site initiation, difficulties in recruiting and retaining clinical site investigators and clinical site staff and interruption of the clinical supply chain or key clinical trial activities, such as clinical trial site monitoring, and supply chain interruptions caused by restrictions for the supply of materials for drug candidates or other materials necessary to manufacture product to conduct clinical and preclinical tests. Geopolitical risks such as Russia-Ukraine war or Middle East conflict may create global security concerns including the possibility of an expanded regional or global conflict and potential ramifications such as disruption of the supply chain including research and development activities being conducted by the Group and its strategic partners. Delays in research and development activities of the Group and its partners could increase associated costs and, depending upon the duration of any delays, require the Group and its partners to find alternative suppliers at additional expense. In addition, Russia-Ukraine war and the conflict in the Middle East have had significant ramifications on global financial markets, which may adversely impact the ability of the Group to raise capital on favorable terms or at all.\n\n​\n\nF-22\n\n[Table of Contents](#TOC)\n\n*Discontinued operations related to the Neurosterix Transaction*\n\nOn April 2, 2024, the Group sold a part of its business constituting its allosteric modulator drug discovery technology platform and a portfolio of preclinical programs (note 22). As a consequence, the Group recognized discontinued operations in the statements of profit or loss under “net profit or loss from discontinued operations” for the twelve-month period ended December 31, 2024 and 2023 respectively, in accordance with IFRS 5. The Group identified as well, cash flows from discontinued operations for the twelve-month period ended December 31, 2024 and 2023, respectively (note 22). The identification of discontinued operations may require some degree of judgement.\n\n*Fair value measurement of financial instruments*\n\nThe Group measures its financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell its financial asset in an orderly transaction between market participants at the measurement date, in the principal or most advantageous market, under current market conditions. Fair value measurements are categorized into three levels based on the degree to which inputs to the valuation techniques are observable:\n\n●Level 1: Quoted prices (unadjusted) in active markets for identical assets;\n\n●Level 2: Inputs other than quoted prices included within Level 1 that are all observable, either directly or indirectly used to measure the fair value;\n\n●Level 3: One or more of the significant inputs used to measure fair value is not based on observable market data. This is the case for unlisted equity securities or financial instruments where climate risk gives rise to a significant unobservable adjustment. The Group uses appropriate valuation techniques in the circumstances and maximizes the use of relevant observable inputs. The transfers between levels are assessed at the end of each reporting period.\n\n*Investments accounted for using the equity method*\n\nThe Group received an equity interest of 20% in Neurosterix US Holdings LLC as part of the Neurosterix Transaction. The initial recognition of the investment has been accounted at a fair value based on a financial valuation of Neurosterix’s Group. This carrying amount has been decreased to recognize the share of loss of Neurosterix’s Group.\n\n*Impairment of the investments accounted for using the equity method*\n\nThe Group assesses its investment in Neurosterix US Holdings LLC, which is accounted for using the equity method whenever events, factors or changes in circumstances indicate that it may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of the investment accounted for using the equity method is based on its fair value. No impairment loss was recognized in respect of the Group’s investment in Neurosterix US Holdings LLC for the years ended December 31, 2024 and 2025.\n\n*Financial assets at fair value through Other Comprehensive Income (OCI)*\n\nThe financial assets at fair value through OCI relate to strategic investments made by the Group into early stage R&D companies. The Group made the irrevocable election to classify these strategic investments, that are not held for trading, at fair value through OCI. The valuation at fair value is based on prices paid by investors during recent fundings (note 24). At each closing, the investments are tested by the Group in order to reflect any change in value due to events, factors or changes in circumstances.\n\nF-23\n\n[Table of Contents](#TOC)\n\n*Derivative financial instruments*\n\nDerivative financial instruments relate to Phantom shares and Warrants received as part of the purchase of strategic investment. Derivative financial instruments are accounted at fair value through the statements of profit or loss in accordance with IFRS 9, because they are considered as held for trading. The fair value is measured using the Black-Scholes and binomial valuation models (note 25). A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are made in this model. Should the assumptions and estimates underlying the fair value of these instruments vary significantly from management’s estimates, then the fair value of the derivative financial instruments would be materially different from the amounts recognized. At each closing, the investments are tested by the Group in order to reflect any change in value due to events, factors or changes in circumstances.\n\n*Revenue recognition*\n\nRevenue is primarily from fees related to licenses, milestones and research services. Given the complexity of the relevant agreements, judgements are required to identify distinct performance obligations, allocate the transaction price to these performance obligations and determine when the performance obligations are met. In particular, the Group’s judgement over the estimated stand-alone selling price which is used to allocate the transaction price to the performance obligations is disclosed in note 15.\n\nGrants\n\nGrants are recorded at their fair value when there is reasonable assurance that they will be received and recognized as income when the Group has satisfied the underlying grant conditions. In certain circumstances, grant income may be recognized before explicit grantor acknowledgement that the conditions have been met.\n\nAccrued research and development costs\n\nThe Group records accrued expenses for estimated costs of research and development activities conducted by third party service providers. The Group records accrued expenses for estimated costs of research and development activities based upon the estimated amount of services provided, but not yet invoiced, and these costs are included in accrued expenses on the balance sheets and within research and development expenses in the statements of profit or loss. These costs are a significant component of research and development expenses. Accrued expenses for these costs are recorded based on the estimated amount of work completed in accordance with agreements established with these third parties.\n\nDue to the nature of estimates, the Group may be required to make changes to the estimates after a reporting period as it becomes aware of additional information about the status or conduct of its research activities.\n\nF-24\n\n[Table of Contents](#TOC)\n\nShare-based compensation\n\nThe Group recognizes an expense for share-based compensation based on the valuation of equity incentive units using the Black-Scholes valuation model. A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are made in this model. Should the assumptions and estimates underlying the fair value of these instruments vary significantly from management’s estimates, then the share-based compensation expense would be materially different from the amounts recognized. Had these assumptions been modified within their feasible ranges, i.e. a 20% increase or decrease in the volatility assumption for the twelve - month period ended December 31, 2025 (a 20% increase or decrease for the twelve - month periods ended December 31, 2023 and 2024) and a risk-free rate of 1 or 0.5 for the twelve - month period ended December 31, 2025 (1 or 0.5 for the twelve - month periods ended December 31, 2023 and 2024), and the Group calculated the share-based compensation based on the higher and lower values of these ranges, share-based compensation expense in 2025 would have been CHF 55 thousand or CHF 82 thousand, respectively CHF 1.3 million or CHF 1.9 million in 2024 and CHF 1.3 million or CHF 2.1 million in 2023. This is compared to the total amount recognized as an expense in the statement of profit or loss for respectively CHF 71 thousand in 2025, CHF 1.7 million in 2024 and CHF 1.8 million in 2023. Additional information is disclosed in note 14.\n\n*Equity instruments*\n\nThe Group records in equity the pre - funded warrants sold to investors and the warrants granted to investors at a fair value calculated using Black - Scholes model. A number of assumptions related to the volatility of the underlying shares and to the risk-free rate are made in this model. Should the assumptions and estimates underlying the fair value of these instruments vary significantly from management’s estimates, then the fair value of the equity instruments would be materially different from the amounts recorded in equity at the grant date.\n\nPension obligations\n\nThe present value of the pension obligations is calculated by an independent actuary and depends on a number of assumptions that are determined on an actuarial basis such as discount rates, future salary and pension increases, and mortality rates. Any changes in these assumptions will impact the carrying amount of pension obligations. The Group determines the appropriate discount rate at the end of each period. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability. Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in note 20.\n\n​\n\nF-25\n\n[Table of Contents](#TOC)\n\n5. Segment information\n\nManagement has identified one single operating segment, related to the discovery, development and commercialization of small-molecule pharmaceutical products.\n\nInformation about products, services and major customers\n\nExternal income of the Group for the years ended December 31, 2025, 2024 and 2023 is derived from the business of discovery, development and commercialization of pharmaceutical products. Income was earned from rendering of research services to a pharmaceutical company and grants earned.\n\nInformation about geographical areas\n\nExternal income is exclusively recorded in the Swiss operating company.\n\nAnalysis of revenue from contract with customer and other income by nature is detailed as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\nCollaborative research funding\n\n \n\n29,972\n\n​\n\n404,102\n\n​\n\n1,612,953\n\nFair value of services received at zero cost from Neurosterix Group\n\n​\n\n141,018\n\n​\n\n—\n\n​\n\n—\n\nOther service income\n\n \n\n1,870\n\n​\n\n5,940\n\n​\n\n4,235\n\n**Total**\n\n** **\n\n**172,860**\n\n​\n\n**410,042**\n\n​\n\n**1,617,188**\n\n​\n\nAnalysis of revenue from contract with customer and other income by major counterparties is detailed as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\nIndivior PLC\n\n \n\n29,972\n\n​\n\n404,102\n\n​\n\n1,612,953\n\nNeurosterix Group\n\n​\n\n141,018\n\n​\n\n—\n\n​\n\n—\n\nOther counterparties\n\n \n\n1,870\n\n​\n\n5,940\n\n​\n\n4,235\n\n**Total**\n\n** **\n\n**172,860**\n\n​\n\n**410,042**\n\n​\n\n**1,617,188**\n\n​\n\nFor more detail, refer to note 15, “Revenue from contract with customer” and note 16 “Other Income”.\n\nThe geographical allocation of long-lived assets is detailed as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nSwitzerland\n\n \n\n4,683,813\n\n​\n\n7,136,602\n\nFrance\n\n \n\n335\n\n​\n\n338\n\n**Total**\n\n** **\n\n**4,684,148**\n\n​\n\n**7,136,940**\n\n​\n\nThe geographical analysis of operating costs is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\nSwitzerland\n\n \n\n2,974,125\n\n​\n\n3,129,444\n\n​\n\n3,844,670\n\nUnited States of America\n\n​\n\n8,942\n\n​\n\n31,276\n\n​\n\n11,117\n\nFrance\n\n \n\n4,391\n\n​\n\n4,555\n\n​\n\n4,368\n\n**Total operating costs (note 17)**\n\n** **\n\n**2,987,458**\n\n​\n\n**3,165,275**\n\n​\n\n**3,860,155**\n\n​\n\nThere was capital expenditure of CHF 1,273 in 2024 and CHF 6,842 in 2023. In 2025, the capital expenditure was nil.\n\nF-26\n\n[Table of Contents](#TOC)\n\n6. Cash and cash equivalents\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nCash at bank and on hand\n\n \n\n1,638,612\n\n​\n\n3,341,738\n\n**Total cash and cash equivalents**\n\n** **\n\n**1,638,612**\n\n​\n\n**3,341,738**\n\n​\n\nSplit by currency:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n** **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n** **\n\nCHF\n\n \n\n88.77\n\n%  \n\n80.84\n\n%\n\nUSD\n\n \n\n4.10\n\n%  \n\n14.90\n\n%\n\nEUR\n\n \n\n4.46\n\n%  \n\n2.42\n\n%\n\nGBP\n\n \n\n2.68\n\n%  \n\n1.84\n\n%\n\n**Total**\n\n** **\n\n**100.00**\n\n**%  **\n\n**100.00**\n\n**%**\n\n​\n\nThe Group invests its cash balances into a variety of current and deposit accounts mainly with two Swiss bank whose external credit rating is P-1/A-1.\n\nAll cash and cash equivalents were held either at banks or on hand as of December 31, 2025 and December 31, 2024.\n\nCredit quality of cash and cash equivalents\n\nThe table below shows the cash and cash equivalents by credit rating of the major counterparties:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nExternal credit rating of counterparty\n\n​\n\n​\n\n​\n\n​\n\nP-1 / A-1\n\n \n\n1,613,227\n\n​\n\n3,302,810\n\nP-2 / A-1\n\n​\n\n2,617\n\n​\n\n6,681\n\nOther\n\n​\n\n22,654\n\n​\n\n32,132\n\nCash on hand\n\n \n\n114\n\n​\n\n115\n\n**Total cash and cash equivalents**\n\n** **\n\n**1,638,612**\n\n​\n\n**3,341,738**\n\n​\n\nExternal credit ratings of counterparties were obtained from Moody’s (P-) or Standard & Poor’s (A-)\n\n7. Other current assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nOther financial assets\n\n \n\n5,130\n\n​\n\n6,496\n\nTrade and other receivables\n\n \n\n20,087\n\n​\n\n15,513\n\nPrepayments\n\n​\n\n16,295\n\n​\n\n169,649\n\nOther short-term assets\n\n​\n\n—\n\n​\n\n7,967\n\n**Total other current assets**\n\n** **\n\n**41,512**\n\n​\n\n**199,625**\n\n​\n\nOther current assets decreased by CHF 0.2 million as of December 31, 2025 compared to December 31, 2024 mainly due to decreased prepayments in patents and retirement benefits. The Group applies the IFRS 9 simplified approach to measuring expected credit losses (“ECL”), which uses a lifetime expected loss allowance for all contract assets, trade receivables and other receivables. The Group has considered that the contract asset, trade receivables and other receivables have a low risk of default based on historic loss rates and forward-looking information on macroeconomic factors affecting the ability of the third parties to settle invoices. As a result, expected loss allowance has been deemed as nil as of December 31, 2025 and December 31, 2024.\n\n​\n\nF-27\n\n[Table of Contents](#TOC)\n\n**8. Right-of-use assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended December 31, 2024**\n\n**  ​ ​ ​**\n\n**Properties**\n\n**  ​ ​ ​**\n\n**Equipment**\n\n**  ​ ​ ​**\n\n**Total**\n\nOpening net book amount\n\n \n\n328,524\n\n​\n\n1,808\n\n​\n\n330,332\n\nDepreciation charge\n\n \n\n(73,337)\n\n​\n\n(677)\n\n​\n\n(74,014)\n\nEffect of lease modifications\n\n​\n\n23,940\n\n​\n\n—\n\n​\n\n23,940\n\nDisposals\n\n​\n\n(7,408)\n\n​\n\n—\n\n​\n\n(7,408)\n\nAssets transferred to Neurosterix Pharma Sàrl\n\n​\n\n(230,141)\n\n​\n\n(1,131)\n\n​\n\n(231,272)\n\n**Closing net book amount**\n\n** **\n\n**41,578**\n\n​\n\n**—**\n\n​\n\n**41,578**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of December 31, 2024**\n\n**  ​ ​ ​**\n\n**Properties**\n\n**  ​ ​ ​**\n\n**Equipment**\n\n**  ​ ​ ​**\n\n**Total**\n\nCost\n\n \n\n111,642\n\n​\n\n—\n\n​\n\n111,642\n\nAccumulated depreciation\n\n \n\n(70,064)\n\n​\n\n—\n\n​\n\n(70,064)\n\n**Net book value**\n\n** **\n\n**41,578**\n\n​\n\n**—**\n\n​\n\n**41,578**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended December 31, 2025**\n\n**  ​ ​ ​**\n\n**Properties**\n\n**  ​ ​ ​**\n\n**Equipment**\n\n**  ​ ​ ​**\n\n**Total**\n\nOpening net book amount\n\n​\n\n41,578\n\n​\n\n—\n\n​\n\n41,578\n\nDepreciation charge\n\n​\n\n(8,048)\n\n​\n\n—\n\n​\n\n(8,048)\n\nEffect of lease modifications\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nDisposals\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nAssets transferred to Neurosterix Pharma Sàrl\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**Closing net book amount**\n\n​\n\n**33,530**\n\n​\n\n**—**\n\n​\n\n**33,530**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of December 31, 2025**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Properties**\n\n**  ​ ​ ​**\n\n**Total**\n\nCost\n\n​\n\n​\n\n​\n\n111,642\n\n​\n\n111,642\n\nAccumulated depreciation\n\n​\n\n​\n\n​\n\n(78,112)\n\n​\n\n(78,112)\n\n**Net book value**\n\n​\n\n​\n\n​\n\n**33,530**\n\n​\n\n**33,530**\n\n​\n\nThe gross value of the right of use assets relate to an office space rent by the Group. The cash outflows for the principal element of lease payment amounted to CHF 7,306 for the twelve-month period ended December 31, 2025 (CHF 73,688 for the twelve-month period ended December 31, 2024). The maturity analysis of lease liabilities is presented under note 3.2.\n\n​\n\nF-28\n\n[Table of Contents](#TOC)\n\n9. Equipment\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**Year ended December 31, 2024**\n\n​\n\n**Equipment**\n\n​\n\n**Total**\n\nOpening net book amount\n\n \n\n22,604\n\n​\n\n22,604\n\nAdditions\n\n \n\n1,273\n\n​\n\n1,273\n\nDepreciation charge\n\n \n\n(3,759)\n\n​\n\n(3,759)\n\nAssets transferred to Neurosterix Pharma Sàrl\n\n​\n\n(18,987)\n\n​\n\n(18,987)\n\n**Closing net book amount**\n\n** **\n\n**1,131**\n\n​\n\n**1,131**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**As of December 31, 2024**\n\n​\n\n**Equipment**\n\n​\n\n**Total**\n\nCost\n\n \n\n84,775\n\n​\n\n84,775\n\nAccumulated depreciation\n\n \n\n(83,644)\n\n​\n\n(83,644)\n\n**Net book value**\n\n** **\n\n**1,131**\n\n​\n\n**1,131**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**Year ended December 31, 2025**\n\n​\n\n**Equipment**\n\n​\n\n**Total**\n\nOpening net book amount\n\n \n\n1,131\n\n​\n\n1,131\n\nDepreciation charge\n\n \n\n(424)\n\n​\n\n(424)\n\n**Closing net book amount**\n\n** **\n\n**707**\n\n​\n\n**707**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**As of December 31, 2025**\n\n​\n\n**Equipment**\n\n​\n\n**Total**\n\nCost\n\n \n\n84,775\n\n​\n\n84,775\n\nAccumulated depreciation\n\n \n\n(84,068)\n\n​\n\n(84,068)\n\n**Net book value**\n\n** **\n\n**707**\n\n​\n\n**707**\n\n​\n\n​\n\n**10. Intangible assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Service**\n\n​\n\n**  ​ ​ ​**\n\n**Period ended December 31, 2024**\n\n**  ​ ​ ​**\n\n**agreement**\n\n**  ​ ​ ​**\n\n**Total**\n\nOpening net book amount\n\n​\n\n—\n\n​\n\n—\n\nAdditions\n\n​\n\n182,348\n\n​\n\n182,348\n\nDepreciation charge\n\n​\n\n(182,348)\n\n​\n\n(182,348)\n\n**Closing net book amount**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Service**\n\n  ​ ​ ​\n\n​\n\n**As of December 31, 2024 and 2025**\n\n​\n\n**agreement**\n\n​\n\n**Total**\n\nCost\n\n​\n\n182,348\n\n​\n\n182,348\n\nAccumulated depreciation\n\n \n\n(182,348)\n\n \n\n(182,348)\n\n**Net book value**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n​\n\nThe service agreement relates to staff and infrastructure provided by Neurosterix Pharma Sàrl at zero cost in accordance with the Neurosterix Transaction (note 22) and initially valued at CHF 182,348. During the twelve-month period ended December 31, 2024, the depreciation charge was recognized at the rate at which these services were provided. As of January 1, 2025, the agreement was not formally renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero cost. The fair value of the services received at zero cost has been recognized as other income and other operating expenses for an amount of CHF 141,018.\n\n​\n\nF-29\n\n[Table of Contents](#TOC)\n\n11. Non-current financial assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nSecurity rental deposits\n\n \n\n7,086\n\n \n\n7,089\n\n**Total non****‑****current financial assets**\n\n** **\n\n**7,086**\n\n** **\n\n**7,089**\n\n​\n\nSecurity rental deposits relate to office space. The applicable interest rate to such deposits is immaterial, and therefore, the value approximates amortized cost.\n\n​\n\n12. Payables and accruals\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nTrade payables\n\n \n\n602,901\n\n​\n\n253,290\n\nSocial security and other taxes\n\n \n\n43,792\n\n​\n\n22,649\n\nAccrued expenses\n\n \n\n544,591\n\n​\n\n518,848\n\n**Total payables and accruals**\n\n** **\n\n**1,191,284**\n\n​\n\n**794,787**\n\n​\n\nAll payables mature within 3 months. Accrued expenses and trade payables primarily relate to R&D services from contract research organizations, consultants and professional fees. The total amount of payables and accruals increased by CHF 0.4 million as of December 31, 2025 compared to December 31, 2024. The carrying amounts of payables do not materially differ from their fair values, due to their short-term nature.\n\n​\n\n13. Share capital\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of shares**\n\n​\n\n**  ​ ​ ​**\n\n**Common**\n\n**  ​ ​ ​**\n\n**Treasury**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**shares**\n\n​\n\n**shares**\n\n​\n\n**Total**\n\n**Balance as of January 1, 2024** (1)\n\n** **\n\n**184,354,496**\n\n​\n\n**(59,159,103)**\n\n​\n\n**125,195,393**\n\nSale of treasury shares\n\n \n\n—\n\n​\n\n3,050,665\n\n​\n\n3,050,665\n\nMovement of shares under liquidity agreement\n\n \n\n—\n\n​\n\n55,450\n\n​\n\n55,450\n\nAcquisition of shares forfeited from DSPPP\n\n​\n\n—\n\n​\n\n(8,539)\n\n​\n\n(8,539)\n\n**Balance as of December 31, 2024**\n\n** **\n\n**184,354,496**\n\n​\n\n**(56,061,527)**\n\n​\n\n**128,292,969**\n\nShares reclassed as treasury shares under IFRS 2\n\n​\n\n—\n\n​\n\n(29,950,268)\n\n​\n\n(29,950,268)\n\n**Balance as of December 31, 2024 IFRS 2**\n\n​\n\n**184,354,496**\n\n** **\n\n**(86,011,795)**\n\n** **\n\n**98,342,701**\n\n(1)In accordance with Swiss law, the issuance of 6,120,000 new shares through the exercise of pre-funded warrants from December 12, 2023 to December 31, 2023, have been registered in the commercial register on February 20, 2024. As of January 1, 2024, the amount of the share capital as registered in the commercial register is CHF 1,782,344.96 divided into 178,234,496 shares.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of shares**\n\n​\n\n​\n\n**Common**\n\n​\n\n**Treasury**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**shares**\n\n**  ​ ​ ​**\n\n**shares**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Balance as of January 1, 2025**\n\n​\n\n**184,354,496**\n\n​\n\n**(56,061,527)**\n\n​\n\n**128,292,969**\n\nIssuance of treasury shares\n\n​\n\n34,300,000\n\n​\n\n(34,300,000)\n\n​\n\n—\n\nSales of treasury shares\n\n​\n\n—\n\n​\n\n19,612,752\n\n​\n\n19,612,752\n\nMovement of shares under liquidity agreement\n\n​\n\n—\n\n​\n\n(28,329)\n\n​\n\n(28,329)\n\nAcquisition of shares forfeited from DSPPP\n\n​\n\n—\n\n​\n\n(45,578)\n\n​\n\n(45,578)\n\n**Balance as of December 31, 2025**\n\n​\n\n**218,654,496**\n\n​\n\n**(70,822,682)**\n\n​\n\n**147,831,814**\n\nShares reclassed as treasury shares under IFRS 2\n\n​\n\n—\n\n​\n\n(29,904,690)\n\n​\n\n(29,904,690)\n\n**Balance as of December 31, 2025 IFRS 2**\n\n** **\n\n**218,654,496**\n\n** **\n\n**(100,727,372)**\n\n** **\n\n**117,927,124**\n\n​\n\nF-30\n\n[Table of Contents](#TOC)\n\nAs of December 31, 2025, 147,831,814 shares were outstanding excluding 70,822,682 treasury shares directly held by Addex Pharma SA and including 29,904,690 outstanding shares benefiting from our DSPPP, considered as treasury shares under IFRS 2 (see note 14). Of the treasury shares held as of December 31, 2025, 30,000,000 were held as ADSs.\n\nAs of December 31, 2024, 128,292,969 shares were outstanding excluding 56,061,527 treasury shares directly held by Addex Pharma SA and including 29,950,268 outstanding shares benefiting from our DSPPP, considered as treasury shares under IFRS 2 (see note 14). All shares have a nominal value of CHF 0.01.\n\nThe Group maintains a liquidity agreement with Kepler Cheuvreux (“Kepler”). Under the agreement, the Group has provided Kepler with cash and shares to enable them to buy and sell the Company’s shares. As of December 31, 2025, 144,951 (December 31, 2024: 116,622) treasury shares are recorded under this agreement in the treasury share reserve and CHF 5,130 (December 31, 2024: CHF 6,496) is recorded in other financial assets.\n\nDuring the twelve-month period ended December 31, 2025, the Group sold 19,612,752 treasury shares at an average price of CHF 0.063 per share for total gross proceeds of CHF 1,230,103 (during the twelve-month period ended December 31, 2024, the Group sold 3,050,665 treasury shares at an average price of CHF 0.08 per share for gross proceeds of CHF 235,257). Of these treasury shares 10,966,666 were sold at a price of CHF 0.06 per share with 2,741,666 warrants granted by the Group at an exercise price of CHF 0.06 and a 5-year exercise period. The fair value of the warrants amounted to CHF 65,609 and has been recorded in equity as transaction costs. The remaining 8,646,086 treasury shares have been sold under the sale agency agreement with Kepler Cheuvreux at an average price of CHF 0.066 per share for gross proceeds of CHF 572,102.\n\nOn February 20, 2024, in accordance with Swiss law, the company registered in the commercial register 6,120,000 new shares issued out of conditional capital from December 12, 2023 to December 31, 2023 following the exercise of pre-funded warrants granted to one institutional investor on April 3, 2023.\n\n14. Share-based compensation\n\nThe total share-based compensation expense recognized as continuing operating costs in the statement of comprehensive profit or loss for equity incentive units granted to Board Members, Executive Managers, employees and consultants has been recorded under the following headings:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nResearch and development\n\n \n\n970\n\n​\n\n2,089\n\n​\n\n30,190\n\nGeneral and administration\n\n \n\n69,850\n\n​\n\n173,194\n\n​\n\n250,010\n\n**Total share-based compensation for continuing operations**\n\n** **\n\n**70,820**\n\n​\n\n**175,283**\n\n​\n\n**280,200**\n\n​\n\nThe total share-based compensation expense recognized as discontinued operating costs in the statement of comprehensive profit or loss under “net profit or loss from discontinued operations” for equity incentive units granted to Board Members, Executive Managers, employees and consultants has been recorded under the following headings:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nResearch and development\n\n \n\n—\n\n​\n\n113,709\n\n​\n\n540,470\n\nGeneral and administration\n\n \n\n—\n\n​\n\n213,972\n\n​\n\n973,797\n\n**Total share-based compensation for discontinued operations**\n\n** **\n\n**—**\n\n​\n\n**327,681**\n\n​\n\n**1,514,267**\n\n​\n\nDuring the twelve-month period ended December 31, 2024, the total share-based compensation expense for equity units recognized as discontinued operating costs amounted to CHF 1.5 million of which CHF 1.2 million related to the accelerated vesting of equity incentive units of employees and Executive managers transferred to Neurosterix Pharma Sàrl and included in the net gain of the sale of activities (note 22).\n\nF-31\n\n[Table of Contents](#TOC)\n\n*Employee share option plans (ESOP)*\n\nThe Company established an employee share option plan to provide incentives to directors, executives, employees and consultants of the Group.\n\nThe Group has not granted any share options in 2025. During the year 2024, the Group granted 6,439,124 share options at an exercise price of CHF 0.05 with vesting over 4 years and a 10-year exercise period. Of these share options, 5,413,934 were granted to employees and Executive Managers transferred to Neurosterix Group on April 2, 2024 and the costs of the remaining vesting period were recognized as accelerated vesting under discontinued operations.\n\nDuring the year 2023, the Group granted the following options with vesting over 4 years and a 10-year exercise period at the grant date as described in the table below. Grant conditions relating to the strike price have been amended during the year ended December 31, 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Number of share**\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**options granted**\n\n​\n\n**share**\n\n​\n\n**Number of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**for continuing**\n\n​\n\n**options repriced**\n\n​\n\n**options exercised**\n\n​\n\n​\n\n**Strike price at**\n\n​\n\n**Expiry date at **\n\n​\n\n**and discontinued**\n\n​\n\n**to CHF ****0.043**** on**\n\n​\n\n**under**\n\n​\n\n​\n\n**grant date**\n\n​\n\n**grant date**\n\n​\n\n**operations**\n\n​\n\n**November 27 2023**\n\n​\n\n**the DSPPP**\n\nJanuary 1, 2023\n\n \n\n0.101\n\n \n\nDec. 31, 2032\n\n \n\n436,677\n\n \n\n—\n\n \n\n—\n\nMay 12, 2023\n\n \n\n0.13\n\n \n\nMay 11, 2033\n\n \n\n12,736,209\n\n \n\n12,736,209\n\n \n\n12,527,235\n\nJuly 1, 2023\n\n \n\n0.106\n\n​\n\nJune 30, 2033\n\n \n\n147,695\n\n \n\n—\n\n \n\n—\n\n**Total 2023**\n\n** **\n\n**  ​**\n\n​\n\n​\n\n** **\n\n**13,320,581**\n\n** **\n\n**12,736,209**\n\n** **\n\n**12,527,235**\n\n​\n\nIn 2023, 13,320,581 share options were granted of which 12,736,209 were repriced at a strike price of CHF 0.043 on November 27, 2023 and 12,527,235 have been exercised the same day under the DSPPP. Of these share options, 12,521,055 were granted to employees transferred to Neurosterix Group on April 2, 2024 and the costs of the remaining vesting period were recognized as accelerated vesting under discontinued operations.\n\nMovements in the number of options outstanding are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n​\n\n​\n\n**strike price**\n\n​\n\n​\n\n​\n\n**strike price**\n\n​\n\n​\n\n​\n\n**strike price**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**(CHF)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**(CHF)**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**(CHF)**\n\n**  ​ ​ ​**\n\n**2023**\n\nAt January 1\n\n \n\n0.10\n\n \n\n8,006,791\n\n \n\n0.32\n\n \n\n1,570,346\n\n​\n\n0.55\n\n​\n\n777,000\n\nExercised under the DSPPP\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n0.043\n\n​\n\n(12,527,235)\n\nGranted\n\n \n\n—\n\n \n\n—\n\n \n\n0.05\n\n \n\n6,439,124\n\n​\n\n0.13\n\n​\n\n13,320,581\n\nForfeited\n\n​\n\n1.20\n\n​\n\n(50,027)\n\n​\n\n0.05\n\n​\n\n(2,679)\n\n​\n\n—\n\n​\n\n—\n\n**At December 31**\n\n** **\n\n**0.09**\n\n****​\n\n**7,956,764**\n\n****​\n\n**0.10**\n\n****​\n\n**8,006,791**\n\n****​\n\n**0.32**\n\n****​\n\n**1,570,346**\n\n​\n\nAt December 31, 2025, of the outstanding 7,956,764 share options (2024: 8,006,791 and 2023: 1,570,346), 3,324,722 were exercisable with an average strike price of CHF 0.06 (2024: 733,582 share options were exercisable with an average strike price of CHF 0.09 and 2023: 686,605 were exercisable with an average strike price of CHF 0.51).\n\nF-32\n\n[Table of Contents](#TOC)\n\nThe outstanding share options as at December 31, 2025 and 2024 have the following expiry dates:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**At December 31, 2025**\n\n​\n\n**Range of strike prices (CHF)**\n\n**Expiry date**\n\n**  ​ ​ ​**\n\n**0.043 to 0.106**\n\n**  ​ ​ ​**\n\n**0.13**\n\n**  ​ ​ ​**\n\n**0.14 to 0.99**\n\n**  ​ ​ ​**\n\n**1.00 to 3.00**\n\n**  ​ ​ ​**\n\n**Total**\n\n2027\n\n \n\n—\n\n \n\n18,885\n\n \n\n11,385\n\n​\n\n45,011\n\n \n\n75,281\n\n2028\n\n​\n\n—\n\n​\n\n59,530\n\n​\n\n26,085\n\n​\n\n5,292\n\n​\n\n90,907\n\n2029\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n110,500\n\n \n\n110,500\n\n2030\n\n \n\n—\n\n \n\n10,000\n\n \n\n—\n\n​\n\n44,854\n\n \n\n54,854\n\n2031\n\n​\n\n—\n\n​\n\n30,000\n\n​\n\n—\n\n​\n\n83,888\n\n​\n\n113,888\n\n2032\n\n​\n\n436,677\n\n​\n\n192,928\n\n​\n\n108,955\n\n​\n\n—\n\n​\n\n738,560\n\n2033\n\n​\n\n356,669\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n356,669\n\n2034\n\n​\n\n6,416,105\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n6,416,105\n\n**Total**\n\n** **\n\n**7,209,451**\n\n** **\n\n**311,343**\n\n** **\n\n**146,425**\n\n****​\n\n**289,545**\n\n** **\n\n**7,956,764**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**At December 31, 2024**\n\n​\n\n**Range of strike prices (CHF)**\n\n**Expiry date**\n\n**  ​ ​ ​**\n\n**0.043 to 0.106**\n\n**  ​ ​ ​**\n\n**0.13**\n\n**  ​ ​ ​**\n\n**0.14 to 0.99**\n\n**  ​ ​ ​**\n\n**1.00 to 3.00**\n\n**  ​ ​ ​**\n\n**Total**\n\n2025\n\n \n\n—\n\n \n\n—\n\n \n\n25,000\n\n \n\n4,687\n\n \n\n29,687\n\n2027\n\n \n\n—\n\n \n\n56,655\n\n \n\n11,385\n\n \n\n7,241\n\n \n\n75,281\n\n2028\n\n​\n\n—\n\n​\n\n59,530\n\n​\n\n26,085\n\n​\n\n5,292\n\n​\n\n90,907\n\n2029\n\n​\n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n110,500\n\n \n\n110,500\n\n2030\n\n​\n\n—\n\n \n\n10,000\n\n \n\n—\n\n \n\n44,854\n\n \n\n54,854\n\n2031\n\n​\n\n—\n\n​\n\n40,000\n\n​\n\n—\n\n​\n\n73,888\n\n​\n\n113,888\n\n2032\n\n​\n\n436,677\n\n​\n\n192,928\n\n​\n\n108,955\n\n​\n\n—\n\n​\n\n738,560\n\n2033\n\n​\n\n356,669\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n356,669\n\n2034\n\n​\n\n6,436,445\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n6,436,445\n\n**Total**\n\n** **\n\n**7,229,791**\n\n** **\n\n**359,113**\n\n** **\n\n**171,425**\n\n** **\n\n**246,462**\n\n** **\n\n**8,006,791**\n\n​\n\nThe weighted average fair value of share options granted during 2024 determined using a Black-Scholes model was CHF 0.035 (2023: CHF 0.08). The significant inputs to the model were:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n​\n\nWeighted average share price per share at the grant date\n\n \n\nCHF 0.057\n\n​\n\nCHF 0.14\n\n​\n\nWeighted average strike price per share\n\n \n\nCHF 0.050\n\n​\n\nCHF 0.13\n\n​\n\nWeighted average volatility (1)\n\n \n\n64.62\n\n%\n\n58.16\n\n%\n\nWeighted average expected option life (years)\n\n​\n\n6.25\n\n​\n\n6.25\n\n​\n\nDividend yield\n\n \n\n—\n\n​\n\n—\n\n​\n\nWeighted average annual risk-free rate\n\n \n\n0.84\n\n%\n\n0.86\n\n%\n\n*(1)*The expected volatility is based on historical share prices of the company\n\n​\n\n​\n\nF-33\n\n[Table of Contents](#TOC)\n\nDeferred Strike Price Payment Plan (DSPPP)\n\nThe Group has implemented a staff retention plan which includes a DSPPP which encourages board members, executive managers and employees to exercise their share options or equity sharing certificates and become shareholders of the Company by allowing the deferral of the obligation to pay the strike price until the earlier of the sale of the shares or 10 years. Shares received through the exercise of unvested share options are subject to sales restrictions reflecting the remaining vesting period of exercised equity incentive units. In the event of a change of control, bankruptcy of the Company or forced sale of the shares at a price below the strike price, the deferred strike price payment obligation is waived. Under IFRS 2, the DSPPP is considered to be a non-recourse loan and consequently the options are deemed to be exercised on the date that the loan is repaid. Therefore, neither the shares nor the loan, are outstanding until either the options are exercised by paying the exercise price for the shares (repaying the loan) or the options expire entirely after 10 years without any remaining obligation from the option holders. The DSPPP is considered to be a modification of the equity incentive plan and consequently, the shares issued from the exercise of equity incentive units (“DSPPP Shares”) are recorded as treasury shares and associated share-based compensation is recognized over the remaining vesting period as if the equity incentive units had not been exercised. During the twelve-month period ending December 31, 2024 and 2025, no options have been exercised through our DSPPP.\n\nMovements in the number of DSPPP shares are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Average  **\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Average  **\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Average  **\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**deferred strike**\n\n​\n\n​\n\n​\n\n**deferred strike**\n\n​\n\n​\n\n​\n\n**deferred strike**\n\n​\n\n​\n\n​\n\n​\n\n**price payment**\n\n​\n\n​\n\n​\n\n**price payment**\n\n​\n\n​\n\n​\n\n**price payment**\n\n​\n\n​\n\n​\n\n​\n\n**(CHF)**\n\n​\n\n**2025**\n\n​\n\n**(CHF)**\n\n​\n\n**2024**\n\n​\n\n**(CHF)**\n\n​\n\n**2023**\n\nAt January 1\n\n​\n\n0.09\n\n​\n\n29,950,268\n\n​\n\n0.09\n\n​\n\n29,958,807\n\n​\n\n0.13\n\n​\n\n17,438,883\n\nForfeited\n\n​\n\n0.07\n\n​\n\n(45,578)\n\n​\n\n0.09\n\n​\n\n(8,539)\n\n​\n\n0.13\n\n​\n\n(7,311)\n\nGranted - exercise of ESOP & ESC\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n0.043\n\n​\n\n12,527,235\n\n**At December 31**\n\n​\n\n**0.09**\n\n​\n\n**29,904,690**\n\n​\n\n**0.09**\n\n​\n\n**29,950,268**\n\n​\n\n**0.09**\n\n​\n\n**29,958,807**\n\n​\n\nAt December 31, 2025, of the 29,904,690 DSPPP shares (2024: 29,950,268 DSPPP shares), 23,632,556 (2024: 18,512,037) were not subjected to sales restrictions and 8,660,516 (2024: 25,234,215) were related to employees and Executive Managers transferred to, and still employed by, Neurosterix Group at the year end.\n\nThe DSPPP has the following expiry dates as at December 31, 2025 and 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**At December 31, 2025**\n\n**  ​ ​ ​**\n\n**Range of strike prices (CHF)**\n\n**Expiry date**\n\n**  ​ ​ ​**\n\n**0.043**\n\n**  ​ ​ ​**\n\n**0.13**\n\n**  ​ ​ ​**\n\n**Total**\n\n2033\n\n \n\n—\n\n​\n\n17,412,752\n\n​\n\n17,412,752\n\n2034\n\n \n\n12,491,938\n\n​\n\n—\n\n​\n\n12,491,938\n\n**Total**\n\n** **\n\n**12,491,938**\n\n****​\n\n**17,412,752**\n\n****​\n\n**29,904,690**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**At December 31, 2024**\n\n**  ​ ​ ​**\n\n**Range of strike prices (CHF)**\n\n**Expiry date**\n\n​\n\n**0.043**\n\n**  ​ ​ ​**\n\n**0.13**\n\n**  ​ ​ ​**\n\n**Total**\n\n2032\n\n \n\n—\n\n​\n\n17,427,207\n\n​\n\n17,427,207\n\n2033\n\n \n\n12,523,061\n\n​\n\n—\n\n​\n\n12,523,061\n\n**Total**\n\n** **\n\n**12,523,061**\n\n****​\n\n**17,427,207**\n\n****​\n\n**29,950,268**\n\n​\n\n​\n\n15. Revenue from contract with customer\n\nLicense & research agreement with Indivior PLC\n\nOn January 2, 2018, the Group entered into an agreement with Indivior for the discovery, development and commercialization of novel GABAB PAM compounds for the treatment of addiction and other CNS diseases. This agreement included the selected clinical candidate, ADX71441. In addition, Indivior agreed to fund a research program at the Group to discover novel GABAB PAM compounds.\n\nF-34\n\n[Table of Contents](#TOC)\n\nThe contract contains two distinct material promises and performance obligations: (1) the selected compound ADX71441 which falls within the definition of a licensed compound, whose rights of use and benefits thereon was transferred in January 2018 and, (2) the research services to be conducted by the Group and funded by Indivior to discover novel GABAB PAM compounds for clinical development that may be discovered over the research term of the agreement and selected by Indivior.\n\nIndivior has sole responsibility, including funding liability, for development of selected compounds under the agreement through preclinical and clinical trials, as well as registration procedures and commercialization, if any, worldwide. Indivior has the right to design development programs for selected compounds under the agreement. Through the Group’s participation in a joint development committee, the Group reviews, in an advisory capacity, any development programs designed by Indivior. However, Indivior has authority over all aspects of the development of such selected compounds\n\nUnder terms of the agreement, the Group granted Indivior an exclusive license to use relevant patents and know-how in relation to the development and commercialization of product candidates selected by Indivior. Subject to agreed conditions, the Group and Indivior jointly own all intellectual property rights that are jointly developed and the Group or Indivior individually own all intellectual property rights that the Group or Indivior develop individually. The Group has retained the right to select compounds from the research program for further development in areas outside the interest of Indivior including chronic cough. Under certain conditions, but subject to certain consequences, Indivior may terminate the agreement.\n\nIn January 2018, the Group received, under the terms of the agreement, a non-refundable upfront fee of USD 5.0 million for the right to use the clinical candidate, ADX71441, including all materials and know-how related to this clinical candidate. In addition, the Group is eligible for payments on successful achievement of pre-specified clinical, regulatory and commercial milestones totaling USD 330 million and royalties on net sales of mid-single digits to low double-digits.\n\nOn February 14, 2019, Indivior terminated the development of their selected compound, ADX71441. Separately, Indivior funds research at the Group, based on a research plan to be mutually agreed between the parties, to discover novel GABAB PAM compounds. These future novel GABAB PAM compounds, if selected by Indivior, become licensed compounds. The Group agreed with Indivior to an initial research term and duration of two years with a funding of USD 4 million over the period for the Group’s R&D costs incurred, that can be extended by twelve-month increments. R&D costs are calculated based on the costs incurred in accordance with the contract. Following Indivior’s selection of one newly identified compound, the Group has the right to also select one additional newly identified compound. The Group is responsible for the funding of all development and commercialization costs of its selected compounds and Indivior has no rights to the Group’s selected compounds. The initial two-year research term was expected to run from May 2018 to April 2020. In 2019, Indivior agreed to an additional research funding of USD 1.6 million, for the research period. On October 30, 2020, the research term was extended until June 30, 2021 and Indivior agreed to additional research funding of USD 2.8 million. Effective May 1, 2021, the research term was extended until July 31, 2022 and Indivior agreed additional research funding of CHF 3.7 million, of which CHF 2.7 million was paid to the Group and CHF 1.0 million paid directly by Indivior to third party suppliers that are supporting the funded research program. In August 2022, the research agreement was extended until March 31, 2023 and Indivior agreed to additional research funding of CHF 0.85 million. The reserved indications, where Addex retains exclusive rights to develop its own independent GABAB PAM program, have also been expanded to include chronic cough. Effective November 1, 2022, the research term was extended until June 30, 2023 and Indivior agreed to additional research funding of CHF 0.95 million. Effective July 1, 2023, the research agreement with Indivior has been extended until June 30, 2024 and Indivior committed additional research funding of CHF 2.7 million including CHF 1.1 million paid to the Group and CHF 1.6 million paid directly by Indivior to third party suppliers that are supporting the funded research program. On August 27, 2024, Indivior selected a compound for future development in substance use disorder and undertakes all future development of their selected compound. Under the terms of the agreement, the Group has also exercised its right to select a compound to advance its own independent GABAB PAM program for the treatment of chronic cough.\n\nFor the year ended December 31, 2025, the Group recognized CHF 29,972 as revenue in continuing operations (2024: CHF 94,127, 2023: CHF 40,891) related to the maintenance of patents licensed to indivior under the licensing and research agreement entered into in 2018. During the twelve-month period ended December 31, 2024, the Group recognized CHF 0.3 million as revenue related to the research agreement that has been completed during the second half of 2024 (2023: CHF 1.6 million). The trade receivable was nil as of December 31, 2025 (December 31, 2024: CHF 0.1 million).\n\nF-35\n\n[Table of Contents](#TOC)\n\nJanssen Pharmaceuticals Inc. (formerly Ortho-McNeil-Janssen Pharmaceuticals Inc.)\n\nOn December 31, 2004, the Group entered into a research collaboration and license agreement with Janssen Pharmaceuticals Inc. (JPI). In accordance with this agreement, JPI has acquired an exclusive worldwide license to develop mGlu2 PAM compounds for the treatment of human health.\n\nIn 2024, Janssen completed a Phase 2a proof of concept clinical trial of ADX71149 in epilepsy patients that did not achieve statistical significance for the primary endpoint of time for patients to reach baseline seizure count when ADX71149 was added to standard of care and decided to terminate the development of ADX71149. On April 17, 2025, the Group announced that the license agreement had been terminated and the program and all related intellectual property has been returned to the Group.\n\nUnder the terms of the Janssen agreement the Group was eligible to receive up to EUR 109 million in success-based development and regulatory milestone, and low double-digit royalties on net sales.\n\nNo amounts have been recognized under this agreement in 2025, 2024 and 2023.\n\n16. Other income\n\nDuring the twelve-month period ended December 31, 2025, the other income primarily related to the fair value of the services received by Neurosterix group at zero cost (notes 10 and 28). The income from IT consultancy agreements recognized during the twelve-month periods ended December 31, 2023, 2024 and 2025 was close to nil.\n\nUnder grant agreements with Eurostars/Innosuisse the Group was required to complete specific research activities within a defined period of time. The Group’s funding was fixed and received based on the satisfactory completion of the agreed research activities and incurring the related costs.\n\nIn September 2023, the Group was awarded a grant of CHF 0.5 million by Eurostars/Innosuisse to support the mGlu2 NAM program of which CHF 0.3 million were received in December 2023. The Group recognized CHF 38,401 from January 1, 2024 to April 2, 2024, the date when the program was transferred to Neurosterix Pharma Sàrl and recorded as discontinued operations (note 22). The remaining funds and deferred income of CHF 0.3 million recorded as assets and liabilities held for sale as of April 2, 2024, has been transferred to Neurosterix Pharma Sàrl.\n\n​\n\n17. Operating costs\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\nStaff costs (note 18)\n\n \n\n389,230\n\n​\n\n242,591\n\n​\n\n238,527\n\nDepreciation (notes 8/9)\n\n \n\n8,472\n\n​\n\n192,698\n\n​\n\n11,752\n\nExternal research and development costs\n\n \n\n190,190\n\n​\n\n435,189\n\n​\n\n942,714\n\nPatent maintenance and registration costs\n\n \n\n188,918\n\n​\n\n283,382\n\n​\n\n229,227\n\nProfessional fees\n\n \n\n1,314,859\n\n​\n\n1,206,813\n\n​\n\n1,163,839\n\nD&O insurance\n\n​\n\n183,841\n\n​\n\n225,772\n\n​\n\n628,595\n\nFair value of services received at zero costs (note 10)\n\n​\n\n141,018\n\n​\n\n—\n\n​\n\n—\n\nOther operating costs\n\n \n\n570,930\n\n​\n\n578,830\n\n​\n\n645,501\n\n**Total operating costs**\n\n** **\n\n**2,987,458**\n\n​\n\n**3,165,275**\n\n​\n\n**3,860,155**\n\n​\n\nThe evolution of the total operating costs is mainly driven by external research and development expenses, staff costs, D&O insurance, professional fees and other operating costs.\n\nDuring the twelve-month period ended December 31, 2025, total operating costs recognized as continuing operations decreased by CHF 0.2 million compared to the same period ended December 31, 2024, primarily due to decreased external research and development cost, lower D&O insurance and patent maintenance and registration costs, partially offset by increased staff costs and professional fees and other operating costs.\n\nF-36\n\n[Table of Contents](#TOC)\n\nDuring the twelve-month period ended December 31, 2024, total operating costs recognized as continuing operations decreased by CHF 0.7 million compared to the year ended December 31, 2023, primarily due to decreased external research and development cost of CHF 0.5 million and lower D&O insurance of CHF 0.4 million, partially offset by increased depreciation of CHF 0.2 million related to the intangible asset recorded at the fair value of the service agreement provided at zero cost (note 10).\n\nDuring the twelve-month periods ended December 31, 2023 and 2024, total operating costs recognized as discontinued operations amounted to CHF 8.1 million and CHF 2.0 million respectively and primarily related to staff costs and external research and development costs (note 22).\n\n​\n\n18. Staff costs\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\nWages and salaries\n\n \n\n322,237\n\n​\n\n243,629\n\n​\n\n176,815\n\nSocial charges and insurances\n\n \n\n27,902\n\n​\n\n26,843\n\n​\n\n19,572\n\nValue of share-based services (note 14)\n\n \n\n6,848\n\n​\n\n17,544\n\n​\n\n29,921\n\nRetirement benefit (note 20)\n\n \n\n32,243\n\n​\n\n(45,425)\n\n​\n\n12,219\n\n**Total staff costs**\n\n** **\n\n**389,230**\n\n​\n\n**242,591**\n\n​\n\n**238,527**\n\n​\n\nDuring the twelve-month period December 31, 2025, staff costs recognized in continuing operations increased to CHF 0.4 million, primarily due to more full-time employees. During the same periods ended December 31, 2023 and 2024, staff costs recognized as continuing operations remained stable around CHF 0.2 million.\n\nDuring the twelve-month periods ended December 31, 2023 and 2024, staff costs recognized as discontinued operations amounted to CHF 5.1 million and CHF 1.4 million, respectively (note 22).\n\n​\n\n19. Taxes\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\n**  ​ ​ ​**\n\n**December 31, 2023**\n\nNet loss from continuing operations before tax\n\n​\n\n(6,842,588)\n\n​\n\n(4,909,342)\n\n​\n\n(2,500,153)\n\nNet gain / (loss) before tax from discontinued operations\n\n​\n\n114,342\n\n​\n\n11,965,129\n\n​\n\n(8,056,074)\n\n**Net gain / (loss) before tax**\n\n** **\n\n**(6,728,246)**\n\n** **\n\n**7,055,787**\n\n** **\n\n**(10,556,227)**\n\nTax calculated at a tax rate of 14.7% for 2024 and 2025 (13.99% for 2023)\n\n \n\n989,052\n\n \n\n(1,037,201)\n\n \n\n1,476,816\n\nEffect of different tax rates in USA and France\n\n \n\n(1,753)\n\n \n\n(4,755)\n\n \n\n(178)\n\nDifference related to investments accounted for using the equity method\n\n​\n\n(589,289)\n\n​\n\n(320,042)\n\n​\n\n—\n\nNet loss incurred by Neurosterix Pharma Sàrl from March 19 2024 to April 1, 2024 1\n\n \n\n—\n\n \n\n(79,270)\n\n \n\n—\n\nSale of treasury shares by a subsidiary, recognized as financial loss / (income) in standalone financial statements\n\n​\n\n(151,997)\n\n​\n\n(30,103)\n\n​\n\n485,867\n\nDeductible expenses charged against equity for issuance of shares\n\n​\n\n6,270\n\n​\n\n1,758\n\n​\n\n37,374\n\nExpenses not deductible for tax purposes\n\n \n\n(9,458)\n\n \n\n(229,815)\n\n \n\n(321,494)\n\n**Total tax not recognized as deferred tax (asset) / liability**\n\n** **\n\n**(242,285)**\n\n** **\n\n**1,699,428**\n\n** **\n\n**(1,678,385)**\n\nIncome tax expense for continuing operations\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nIncome tax expense for discontinued operations\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n*(1)*\n\nThe Group lost the control of its subsidiary Neurosterix Pharma Sàrl on April 2, 2024, as part of the divestment of a part of its business (note 22).\n\n​\n\nF-37\n\n[Table of Contents](#TOC)\n\nThe Group has decided not to recognize any deferred income tax assets at December 31, 2025, 2024 or 2023. The key factors which have influenced management in coming to this evaluation are the fact that the Group has not yet a history of making profits due to the stage of development of its drug products. The Group recognized a net loss of CHF 6.7 million for the twelve-month period ended December 31, 2025. The net profit of CHF 7.1 million recognized for the same period ended December 31, 2024 was primarily due to the sale of a part of the business of the Group to Neurosterix Group, generating a discontinued net gain before tax of CHF 11.97 million (note 22).\n\nThe amount of deferred income tax assets that arises from sources other than tax losses carried forward and the amount of deferred income tax liabilities remain insignificant compared to the unrecognized tax losses carried forward as of December 31, 2025.\n\nThe tax losses carried forward by the Group and their respective expiry dates are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\n**  ​ ​ ​**\n\n**December 31, 2023**\n\n2024\n\n \n\n—\n\n​\n\n—\n\n​\n\n290,949\n\n2025\n\n \n\n—\n\n​\n\n3,586,490\n\n​\n\n3,586,490\n\n2026\n\n \n\n23,129,685\n\n​\n\n23,467,840\n\n​\n\n23,467,840\n\n2027\n\n \n\n12,590,566\n\n​\n\n12,590,566\n\n​\n\n12,590,566\n\n2028\n\n \n\n28,427,419\n\n​\n\n28,427,419\n\n​\n\n28,427,419\n\n2029\n\n​\n\n65,365,173\n\n​\n\n65,365,173\n\n​\n\n65,365,173\n\n2030\n\n​\n\n33,835,017\n\n​\n\n33,835,017\n\n​\n\n19,766,179\n\n2031\n\n​\n\n8,520,992\n\n​\n\n8,224,914\n\n​\n\n—\n\n2032\n\n​\n\n1,655,352\n\n​\n\n—\n\n​\n\n—\n\n**Total unrecorded tax losses carry forwards**\n\n** **\n\n**173,524,204**\n\n****​\n\n**175,497,419**\n\n​\n\n**153,494,616**\n\n​\n\nAs of December 31, 2025, the unrecorded tax losses carried forward amounted to CHF 173,524,204 (2024: CHF 175,497,419, 2023: CHF 153,494,616). The tax losses carried forward expiring in 2030 increased by CHF 14.0 million as of December 31, 2024 compared to December 31, 2023 due to one final tax return received from Swiss tax administration in 2024.\n\n​\n\n​\n\nF-38\n\n[Table of Contents](#TOC)\n\n20. Retirement benefit obligations\n\nApart from the social security plans fixed by the law, the Group sponsors an independent pension plan. The Group has contracted with Swiss Life for the provision of occupational benefits. All benefits in accordance with the regulations are reinsured in their entirety with Swiss Life within the framework of the corresponding contract. This pension solution fully reinsures the risks of disability, death and longevity with Swiss Life. Swiss Life invests the vested pension capital and provides a 100% capital and interest guarantee. The pension plan is entitled to an annual bonus from Swiss Life comprising the effective savings, risk and cost results. Although, as is the case with many Swiss pension plans, the amount of ultimate pension benefit is not defined, certain legal obligations of the plan create constructive obligations on the employer to pay further contributions to fund an eventual deficit; this results in the plan nevertheless being accounted for as a defined benefit plan. All employees are covered by this plan, which is a defined benefit plan. Retirement benefits are based on contributions, computed as a percentage of salary, adjusted for the age of the employee and shared approximately 40% / 60% by employee and employer in 2025. In addition to retirement benefits, the plans provide death and long-term disability benefits to its employees. Liabilities and assets are revised every year by an independent actuary. Assets are held in the insurance company. In accordance with IAS 19 (revised), plan assets have been estimated at fair market values and liabilities have been calculated according to the “projected unit credit” method. The Group paid pension contributions related to continuing activities for CHF 60,392 in 2025 (respectively CHF 34,686 in 2024 and CHF 23,454 in 2023) and recognized a net gain of CHF 45,425 in the statement of Profit or Loss in 2024 primarily due the modification of the plans effective on April 1, 2024.\n\nEmployment benefit obligations\n\nThe amounts recognized in the balance sheet are determined as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nDefined benefit obligation\n\n \n\n(5,126,017)\n\n \n\n(2,108,384)\n\nFair value of plan assets\n\n \n\n4,754,409\n\n \n\n1,944,133\n\n**Shortfall on Funded status**\n\n** **\n\n**(371,608)**\n\n** **\n\n**(164,251)**\n\n​\n\nThe shortfall on funded status amounted to CHF 371,608 and CHF 164,251 as of December 31, 2025 and 2024, respectively and increased by CHF 0.2 million between both periods primarily due to an actuarial loss from experience adjustment in the calculation of the defined benefit obligation.\n\nThe amounts recognized as continuing operations in the statement of comprehensive profit or loss are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nCurrent service cost\n\n \n\n(30,086)\n\n​\n\n(20,383)\n\n​\n\n(13,835)\n\nPast service cost\n\n​\n\n—\n\n​\n\n66,273\n\n​\n\n1,348\n\nInterest cost\n\n \n\n(21,598)\n\n​\n\n(23,182)\n\n​\n\n(8,797)\n\nInterest income\n\n \n\n19,441\n\n​\n\n22,717\n\n​\n\n9,065\n\n**Company pension gain / (cost) (note 19)**\n\n** **\n\n**(32,243)**\n\n​\n\n**45,425**\n\n​\n\n**(12,219)**\n\n​\n\nThe past service cost of CHF 66,273 recognized in 2024 is primarily due to the modification of pension plans effective on April 1, 2024.\n\nThe amounts recognized as discontinued operations in the statement of comprehensive profit of loss under “net profit or loss from discontinued operations” are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nCurrent service cost\n\n​\n\n—\n\n​\n\n(59,730)\n\n​\n\n(254,667)\n\nPast service cost\n\n​\n\n—\n\n​\n\n20,296\n\n​\n\n25,551\n\nInterest cost\n\n​\n\n—\n\n​\n\n(34,030)\n\n​\n\n(166,812)\n\nInterest income\n\n​\n\n—\n\n​\n\n30,971\n\n​\n\n171,895\n\n**Company pension amount (note 22)**\n\n​\n\n**—**\n\n​\n\n**(42,493)**\n\n​\n\n**(224,032)**\n\n​\n\nF-39\n\n[Table of Contents](#TOC)\n\nPension costs reported under discontinued operations relate to employees who were transferred to Neurosterix Group in April 2024. This transfer generated a positive past service cost of CHF 433,791 recognized in the statement of profit and loss under “net profit or loss from discontinued operations” as net gain related to the sale of activities (note 22).\n\nThe movements in the defined benefit obligations during the year are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nDefined benefit obligation at beginning of year\n\n \n\n(2,108,384)\n\n​\n\n(9,138,045)\n\nCurrent service cost\n\n \n\n(30,086)\n\n​\n\n(80,111)\n\nPast service cost\n\n \n\n—\n\n​\n\n520,360\n\nInterest cost\n\n​\n\n(21,598)\n\n​\n\n(57,212)\n\nEmployee contributions\n\n \n\n(20,929)\n\n​\n\n(70,748)\n\nActuarial (loss)/ gain arising from changes in financial assumptions\n\n \n\n212,470\n\n​\n\n(176,520)\n\nActuarial gain on experience adjustment\n\n \n\n(459,035)\n\n​\n\n(184,372)\n\nBenefits (paid)/ deposited\n\n \n\n(2,698,455)\n\n​\n\n7,078,264\n\n**Defined benefit obligations at end of year**\n\n** **\n\n**(5,126,017)**\n\n​\n\n**(2,108,384)**\n\n​\n\nThe movements in the fair value of plan assets during the year are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nFair value of plan assets at beginning of year\n\n \n\n1,944,133\n\n​\n\n8,694,521\n\nInterest income\n\n \n\n19,441\n\n​\n\n53,688\n\nEmployee contributions\n\n \n\n20,929\n\n​\n\n70,748\n\nEmployer contributions\n\n \n\n39,464\n\n​\n\n92,285\n\nPlan assets loss\n\n \n\n31,987\n\n​\n\n111,155\n\nBenefits paid\n\n \n\n2,698,455\n\n​\n\n(7,078,264)\n\n**Fair value of plan assets at end of year**\n\n** **\n\n**4,754,409**\n\n​\n\n**1,944,133**\n\n​\n\nThe defined benefit obligations and the fair value of the plan assets slightly increased between the years ended December 31, 2025 and 2024 primarily due to an increased number of employees.\n\nAs of the date of the preparation of these consolidated financial statements, the 2025 annual report of the pension fund has not yet been issued, and therefore the detailed structures and assets held at December 31, 2025, are not currently available for presentation. However, the detailed assets held at December 31, 2024, which were reported to the Group on May 20, 2025 by its plan administrator, are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**December 31, **\n\n \n\n​\n\n​\n\n**2024**\n\n \n\nCash\n\n \n\n1.81\n\n%\n\nBonds\n\n \n\n42.94\n\n%\n\nEquity instruments\n\n \n\n19.34\n\n%\n\nReal estate\n\n \n\n24.29\n\n%\n\nMortgages\n\n \n\n10.32\n\n%\n\nDerivatives\n\n​\n\n1.30\n\n%\n\n**Total**\n\n** **\n\n**100.00**\n\n**%**\n\n​\n\nThe principal actuarial assumptions used were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\n** **\n\nDiscount rate\n\n \n\n1.30\n\n%  \n\n1.00\n\n%\n\nMortality tables\n\n \n\nBVG2020 GT\n\n \n\nBVG2020 GT\n\n​\n\nSalary growth rate\n\n​\n\n0.90\n\n%  \n\n1.00\n\n%\n\nPension growth rate\n\n​\n\n0.00\n\n%  \n\n0.00\n\n%\n\n​\n\nF-40\n\n[Table of Contents](#TOC)\n\nThe following sensitivity analysis shows the impact of increasing or decreasing certain assumptions on the defined benefit obligation of the Swiss pension plan:\n\n-\n\n0.25% increase or decrease in the discount rate would lead to a decrease of 3.54% (2024: 3.99%) or an increase of 4.02% (2024: 4.64%) in the defined benefit obligation.\n\n-\n\n0.25% increase or decrease in the interest rate on retirement savings capital would lead to an increase of 0.55% (2024: 0.09%) or a decrease of 0.54% (2024: 0.08%) in the defined benefit obligation.\n\n-\n\n0.25% increase or decrease in salaries would lead to an increase of 0.01% (2024: 0.06%) or a decrease of 0.01% (2024: 0.03%) in the defined benefit obligation; and\n\n-\n\n+/-1 year in the life expectancy would lead to an increase of 1.44% (2024: 1.54%) or a decrease of 1.50% (2024: 1.59%) in the defined benefit obligation.\n\nThe discount rate and life expectancy were identified as significant actuarial assumptions for the Swiss pension plan.\n\n​\n\nThe above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligations to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as that used in calculating the pension liability recorded on consolidated balance sheets.\n\nThe methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.\n\nThe estimated employer contributions to pension plans for the financial year 2026 amounts to CHF 113,000.\n\nThe following table shows the components of the costs recognized in other comprehensive income, related to continuing operations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nActuarial (loss)/ gain on defined benefit obligation\n\n​\n\n(246,565)\n\n​\n\n(224,221)\n\nActuarial loss on plan assets\n\n​\n\n31,988\n\n​\n\n21,832\n\n**Total**\n\n \n\n**(214,577)**\n\n \n\n**(202,389)**\n\n​\n\nThe following table shows the components of the costs recognized in other comprehensive income, related to discontinued operations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nActuarial (loss)/ gain on defined benefit obligation\n\n​\n\n—\n\n​\n\n(136,671)\n\nActuarial loss on plan assets\n\n​\n\n—\n\n​\n\n89,323\n\n**Total**\n\n​\n\n**—**\n\n​\n\n**(47,348)**\n\n​\n\nThe following table shows the estimated benefit payments related to employee and employer contributions for the next ten years where the number of employees remains constant:\n\n​\n\n​\n\n​\n\n​\n\n2026\n\n**  ​ ​ ​**\n\n178,000\n\n2027\n\n \n\n172,000\n\n2028\n\n \n\n171,000\n\n2029\n\n \n\n177,000\n\n2030\n\n​\n\n193,000\n\n2031 - 2035\n\n \n\n2,304,000\n\n​\n\n​\n\nF-41\n\n[Table of Contents](#TOC)\n\n21. Finance result, net\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\nInterest income\n\n \n\n—\n\n​\n\n9,165\n\n​\n\n63,964\n\nInterest expense on leases\n\n​\n\n(1,934)\n\n​\n\n(1,938)\n\n​\n\n(2,221)\n\nInterest cost\n\n​\n\n(487)\n\n​\n\n(1,609)\n\n​\n\n(1,644)\n\nForeign exchange net gain / (losses)\n\n \n\n(13,126)\n\n​\n\n17,430\n\n​\n\n(317,285)\n\n**Finance result, net**\n\n** **\n\n**(15,547)**\n\n​\n\n**23,048**\n\n​\n\n**(257,186)**\n\n​\n\nThe evolution of the finance result net related to continuing operations is primarily driven by foreign exchanges differences on U.S Dollar cash deposits whose amount has been reduced between the twelve-month period ended December 31, 2024 and 2023.\n\n​\n\n​\n\n**22. Discontinued operations**\n\nOn February 8, 2024, the Group signed a non-binding term sheet with Perceptive Advisors related to the divestment of part of its business. On April 2, 2024, the sale became effective. The allosteric modulator drug discovery technology platform and a portfolio of preclinical programs have been divested to a new Swiss company, Neurosterix Pharma Sàrl that has received a funding of USD 65 million from a syndicate of investors led by Perceptive Advisors (Perceptive Xontogeny Venture Fund II L.P, Perceptive Life Sciences Master Fund Ltd and Acorn Bioventures 2, L.P) (the “Neurosterix Transaction” or “Transaction”). The Group received gross proceeds of CHF 5.0 million in cash and an equity interest representing 20% of Neurosterix US Holdings LLC (note 1). The Group retained its partnerships with Janssen Pharmaceuticals, Inc. and Indivior PLC, as well as unpartnered clinical stage assets including dipraglurant for Parkinson’s disease and post-stroke/TBI recovery and its preclinical GABAB PAM program for chronic cough. The Transaction includes the transfer of the associated R&D staff and infrastructure. As part of the Transaction, the Group and Neurosterix Pharma Sàrl entered into a service agreement which provides the Group with access to certain staff and infrastructure at zero cost to ensure the operation of the Group retained business until December 31, 2024. As of January 1, 2025, the agreement was not formally renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero cost (note 10).\n\nAs the allosteric modulator drug discovery technology platform and a portfolio of preclinical programs have been sold on April 2, 2024, such activities have been identified as discontinued operations for the year ended December 31, 2023 and for the period beginning on January 1, 2024 and terminating on April 1, 2024. The net gain of the sale of activities amounted to CHF 13,943,595 during the twelve-month period ended December 31, 2024. During the same period ended December 31, 2025, the Group recognized an additional gain from discontinued operations of CHF 114,342 from the sale of activities, related to a consideration receivable considered as contingent during previous periods. As of December 31, 2025, there was no remaining contingent consideration receivable.\n\nF-42\n\n[Table of Contents](#TOC)\n\n**Financial performance of discontinued operations:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**Other income**\n\n​\n\n**—**\n\n​\n\n**38,401**\n\n​\n\n**29,881**\n\nResearch and development\n\n​\n\n—\n\n​\n\n(1,337,936)\n\n​\n\n(5,716,857)\n\nGeneral and administration\n\n​\n\n—\n\n​\n\n(673,259)\n\n​\n\n(2,351,356)\n\n**Total operating costs**\n\n​\n\n**—**\n\n​\n\n**(2,011,195)**\n\n​\n\n**(8,068,213)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating loss**\n\n​\n\n**—**\n\n​\n\n**(1,972,794)**\n\n​\n\n**(8,038,332)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance expense\n\n​\n\n—\n\n​\n\n(5,672)\n\n​\n\n(17,742)\n\n**Net loss before tax**\n\n​\n\n**—**\n\n​\n\n**(1,978,466)**\n\n​\n\n**(8,056,074)**\n\nIncome tax expense\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**Net loss from discontinued operations**\n\n​\n\n**—**\n\n​\n\n**(1,978,466)**\n\n​\n\n**(8,056,074)**\n\nNet gain / (loss) of the sale of activities after income tax\n\n​\n\n114,342\n\n​\n\n13,943,595\n\n​\n\n—\n\n**Total net gain / (loss) from Discontinued operations**\n\n​\n\n**114,342**\n\n​\n\n**11,965,129**\n\n​\n\n**(8,056,074)**\n\n​\n\n**Operating costs of discontinued operations:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nStaff costs\n\n​\n\n—\n\n​\n\n1,422,182\n\n​\n\n5,138,331\n\nDepreciation\n\n​\n\n—\n\n​\n\n67,422\n\n​\n\n294,200\n\nExternal research and development cost\n\n​\n\n—\n\n​\n\n333,278\n\n​\n\n1,805,708\n\nLaboratory consumables\n\n​\n\n—\n\n​\n\n17,735\n\n​\n\n331,279\n\nPatent maintenance and registration costs\n\n​\n\n—\n\n​\n\n62,563\n\n​\n\n140,906\n\nProfessional fees\n\n​\n\n—\n\n​\n\n38,271\n\n​\n\n—\n\nShort-term leases\n\n​\n\n—\n\n​\n\n8,329\n\n​\n\n35,130\n\nOther operating costs\n\n​\n\n—\n\n​\n\n61,415\n\n​\n\n322,659\n\n**Total discontinued operating costs**\n\n​\n\n**—**\n\n​\n\n**2,011,195**\n\n​\n\n**8,068,213**\n\n​\n\nDiscontinued operating costs are primarily driven by staff and external research and development costs.\n\n​\n\nF-43\n\n[Table of Contents](#TOC)\n\n**Cash flows of discontinued operations:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**Net profit / (loss) from discontinued operations**\n\n​\n\n**114,342**\n\n​\n\n**11,965,129**\n\n​\n\n**(8,056,074)**\n\nAdjustments for:\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\n  ​\n\nNet gain on Neurosterix Transaction\n\n​\n\n(114,342)\n\n​\n\n(13,943,595)\n\n​\n\n—\n\nValue of share-based services\n\n​\n\n—\n\n​\n\n327,681\n\n​\n\n1,514,267\n\nPost-employment benefits\n\n​\n\n—\n\n​\n\n(27,338)\n\n​\n\n(61,238)\n\nDepreciation\n\n​\n\n—\n\n​\n\n67,422\n\n​\n\n294,200\n\nNet gain related to lease modifications\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(318)\n\nFinance cost net\n\n​\n\n—\n\n​\n\n5,672\n\n​\n\n17,742\n\nDecrease in trade and other receivables\n\n​\n\n—\n\n​\n\n12,702\n\n​\n\n111,829\n\nDecrease / (increase) in prepayments\n\n​\n\n—\n\n​\n\n(151,695)\n\n​\n\n26,065\n\nIncrease in other current assets\n\n​\n\n—\n\n​\n\n(7,967)\n\n​\n\n—\n\nIncrease / (decrease) in payables and accruals\n\n​\n\n—\n\n​\n\n(811,126)\n\n​\n\n5,059\n\nIncrease / (decrease) in deferred income\n\n​\n\n—\n\n​\n\n(38,401)\n\n​\n\n324,210\n\n**Net cash flow used in operating activities**\n\n​\n\n**—**\n\n​\n\n**(2,601,516)**\n\n​\n\n**(5,824,258)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net cash flow from / (used in) investing activities**\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\n  ​\n\nConsideration from Neurosterix Transaction\n\n​\n\n114,342\n\n​\n\n5,119,754\n\n​\n\n—\n\nLegal fees paid for Neurosterix Transaction\n\n​\n\n—\n\n​\n\n(473,270)\n\n​\n\n—\n\nPurchase of property, plant and equipment\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(6,842)\n\n**Net cash from / (used) in investing activities**\n\n​\n\n**114,342**\n\n​\n\n**4,646,484**\n\n​\n\n**(6,842)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows used in financing activities**\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\n  ​\n\nPrincipal element of lease payment\n\n​\n\n—\n\n​\n\n(63,772)\n\n​\n\n(270,294)\n\nInterest paid\n\n​\n\n—\n\n​\n\n(5,672)\n\n​\n\n(17,742)\n\n**Net cash used in financing activities**\n\n​\n\n**—**\n\n​\n\n**(69,444)**\n\n​\n\n**(288,036)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net cash from / (used in) discontinued activities**\n\n​\n\n**114,342**\n\n​\n\n**1,975,524**\n\n​\n\n**(6,119,136)**\n\n​\n\nNet cash flow from discontinued activities amounted to CHF 0.1 million for the twelve-month period ended December 31, 2025. For the same period ended December 31, 2024, it amounted to CHF 2.0 million including gross proceeds of CHF 5.0 million from the sale of activities partially offset by the net cash flow used in discontinued operating activities for CHF 2.6 million and CHF 0.5 million paid for Neurosterix transaction.\n\nF-44\n\n[Table of Contents](#TOC)\n\n**Details of the net gain of the sale of activities:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Consideration received**\n\n​\n\n  ​\n\n​\n\n​\n\nCash in from Neurosterix Pharma Sàrl sale\n\n​\n\n—\n\n​\n\n5,000,000\n\nFair value of Neurosterix US Holdings LLC’s participation\n\n​\n\n—\n\n​\n\n9,428,400\n\nNet gain on Neurosterix Pharma Sàrl derecognition (IFRS10)\n\n​\n\n—\n\n​\n\n539,250\n\nRetirement benefit obligation of employees leaving the Group (IAS 19) (note 20)\n\n​\n\n—\n\n​\n\n433,791\n\nFair value of service agreement\n\n​\n\n—\n\n​\n\n182,348\n\nNet debt liabilities related to Neurosterix Pharma Sàrl (IFRS 16)\n\n​\n\n—\n\n​\n\n11,144\n\nOther consideration\n\n​\n\n114,342\n\n​\n\n—\n\n**Total Disposal consideration**\n\n​\n\n**114,342**\n\n​\n\n**15,594,933**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nInvestment in Neurosterix Pharma Sàrl\n\n​\n\n—\n\n​\n\n(20,000)\n\nLegal fees paid for Neurosterix Transaction\n\n​\n\n—\n\n​\n\n(473,269)\n\nAccelerating vesting ESOP/DSPPP\n\n​\n\n—\n\n​\n\n(1,158,069)\n\n**Total costs related to activities sold**\n\n​\n\n**—**\n\n​\n\n**(1,651,338)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net gain on sale before income tax**\n\n​\n\n**114,342**\n\n​\n\n**13,943,595**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIncome tax expense on gain\n\n​\n\n—\n\n​\n\n—\n\n**Net gain on sale after income tax**\n\n​\n\n**114,342**\n\n​\n\n**13,943,595**\n\n​\n\nThe total net fair value of the sales of activities amounted to CHF 14.1 million including CHF 5.0 million in cash and CHF 9.4 million for the equity interest of 20% in Neurosterix US Holdings LLC.\n\n​\n\n**23. Interests in associates**\n\nOn April 2, 2024, the Group received an equity interest of 20% in Neurosterix US Holdings LLC domiciliated in the US and parent company of Neurosterix Pharma Sàrl as part of Neurosterix transaction (note 22). Neurosterix’ Group primarily operates in Switzerland and uses Swiss franc as functional currency and US Dollars as presentation currency. The carrying amount of the equity-accounted investment in Neurosterix’ Group has changed as follow:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Balance as of January 1**\n\n​\n\n**7,087,142**\n\n​\n\n—\n\nFair value of Neurosterix US Holdings LLC equity interest\n\n​\n\n—\n\n​\n\n9,428,400\n\nShare of net loss of Neurosterix’s Group\n\n​\n\n(4,012,443)\n\n​\n\n(2,177,157)\n\nShare of other comprehensive gain / (loss) of Neurosterix’s Group\n\n​\n\n773,097\n\n​\n\n(164,101)\n\n**Balance as of December 31**\n\n​\n\n**3,847,796**\n\n​\n\n**7,087,142**\n\n​\n\nThe summarized balancesheet of Neurosterix Group is indicated as below in Swiss francs:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\nCurrent assets\n\n \n\n24,419,137\n\n​\n\n19,488,067\n\nNon-current assets\n\n \n\n15,240,097\n\n​\n\n15,054,727\n\nCurrent liabilities\n\n \n\n2,491,407\n\n​\n\n2,332,589\n\nNon-current liabilities\n\n \n\n618,416\n\n​\n\n709,052\n\nNet assets (100%)\n\n \n\n36,549,411\n\n​\n\n31,501,153\n\nGroup share of net assets (20%)\n\n \n\n7,309,882\n\n​\n\n6,300,231\n\n​\n\nAs of December 31, 2025, the equity-accounted investment in Neurosterix’ Group was CHF 3.5 million below the Group’s share of net asset in Neurosterix, primarily due to a funding executed by Neurosterix’Group during the fourth quarter of 2025 that did not change Addex’s ownership interest.\n\n​\n\nF-45\n\n[Table of Contents](#TOC)\n\nAs of December 31, 2024, the equity-accounted investment in Neurosterix’ Group was CHF 0.8 million above the Group’s share of net asset in Neurosterix primarily due to the fair value of the equity-accounted investment in Neurosterix initially assessed on April 2, 2024, using a financial valuation method.\n\n​\n\nThe summarized statement of comprehensive loss of Neurosterix’ Group is indicated as below in Swiss francs:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nIncome\n\n \n\n105,460\n\n​\n\n298,379\n\nNet loss for the period\n\n \n\n(20,037,010)\n\n​\n\n(10,885,785)\n\nOther comprehensive gain / (loss)\n\n \n\n3,865,477\n\n​\n\n(820,507)\n\nTotal comprehensive loss\n\n \n\n(16,171,533)\n\n​\n\n(11,706,292)\n\n​\n\n​\n\n**24.****Financial assets at fair value through other comprehensive income**\n\n​\n\nIn June 2025, the Group invested CHF 795,029 in Stalicla SA and received 23,342 preferred shares with attached derivative financial instruments (note 25). The purchase price allocation was performed on the basis of the fair value of the derivative financial instruments, with the residual amount allocated to the preferred shares, initially recognized at CHF 285,962. The Group has made the irrevocable election to classify the 23,342 preferred shares received at fair value through other comprehensive income rather than through the statements of profit or loss, as the shares are held for strategic purposes and not for trading\n\n​\n\nAs of December 31, 2025, the fair value of the unlisted securities of Stalicla SA (level 3) remained unchanged:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\nStalicla SA\n\n \n\n285,962\n\n**Total**\n\n** **\n\n**285,962**\n\n​\n\n​\n\n**25.****Derivative financial instruments**\n\n​\n\nAs part of its investment in 23,342 preferred shares of Stalicla SA executed in June 2025 (note 24), the Group was granted several related financial instruments. These comprised an anti-dilution protection through a ratchet mechanism, 23,342 phantom shares entitling the Group to proceeds equivalent to those distributable to 23,342 ordinary shares, 23,342 warrants with a ten-year exercise period at a strike price of CHF 34.05 to purchase 23,342 ordinary shares and 3,591 warrants with a five-year exercise period, a strike price of CHF 0.10 to purchase 3,591 preferred shares. These financial instruments are classified as derivatives and valued at fair value (level 3) using Black-Scholes and binomial valuation models. On initial recognition, their aggregate fair value amounted to CHF 509,067. The fair value of phantom shares was capped at the fair value of the preferred shares, as the management concluded that the two values should be deemed equivalent. As a result, an amount of CHF 111,552 was not recorded as phantom shares.\n\n​\n\nAs of December 31, 2025, the fair value (level 3) of these derivative financial instruments, driven by the value of Stalicla SA shares (note 24), remained unchanged:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\nPhantom shares\n\n \n\n285,962\n\nAnti-dilution protection\n\n \n\n102,547\n\nWarrants\n\n \n\n120,558\n\n**Total**\n\n** **\n\n**509,067**\n\n​\n\nF-46\n\n[Table of Contents](#TOC)\n\nThe following table presents the Group’s financial assets measured and recognized at fair value at December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Period ended December 31, 2025**\n\n**  ​ ​ ​**\n\n**Levels 1 and 2**\n\n**  ​ ​ ​**\n\n**Level 3**\n\n**  ​ ​ ​**\n\n**Total**\n\nFinancial assets at fair value through profit and loss (FVPL)\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\nPhantom shares (Stalicla SA)\n\n \n\n—\n\n \n\n285,962\n\n \n\n285,962\n\nAnti-dilution protection (Stalicla SA)\n\n \n\n—\n\n \n\n102,547\n\n \n\n102,547\n\nWarrants (Stalicla SA)\n\n \n\n—\n\n \n\n120,558\n\n \n\n120,558\n\nFinancial assets at fair value through other comprehensive income (OCI)\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nPreferred shares (Stalicla SA) (note 24)\n\n \n\n—\n\n \n\n285,962\n\n \n\n285,962\n\n**Total financial assets**\n\n \n\n—\n\n** **\n\n**795,029**\n\n** **\n\n**795,029**\n\n​\n\nCertain inputs used to measure the fair value of the financial instruments related to the investment in Stalicla SA (note 24) were not based on observable market data and have been classified at a level 3 in the fair value hierarchy.\n\n​\n\nThe following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurement and how a reasonable possible change in the input would affect the fair values:\n\n​\n\n​\n\n​\n\n**Description**\n\n**  ​ ​ ​**\n\n**Fair value at ********December 31, 2025**\n\n**  ​ ​ ​**\n\n**Unobservable inputs**\n\n**  ​ ​ ​**\n\n**Range of********inputs**\n\n**  ​ ​ ​**\n\n**Relation of unobservable********inputs to fair value**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPreferred shares (Stalicla SA)\n\n​\n\n285,962\n\n​\n\n(1)\n\n​\n\nCHF 17-CHF 30\n\n​\n\n(2)\n\nPhantom shares (Stalicla SA)\n\n​\n\n285,962\n\n​\n\nUnderlying Stalicla’s share price used in Black- Scholes valuation model, determined by the price paid by external investors. The fair value of phantom shares is capped at the fair value of preferred shares\n\n​\n\nCHF 17\n\n​\n\nA 10% increase or decrease in Stalicla’s underlying share price would increase or decrease the fair value for respectively CHF 39,682 and CHF 36,138. In both cases the fair value would remained capped at the fair value of preferred shares.\n\nAnti-dilution protection (Stalicla SA)\n\n​\n\n102,547\n\n​\n\nSale price of Stalicla’ shares used in the different scenarios in binomial valuation model\n\n​\n\nCHF 17 -CHF30\n\n​\n\nA 10% increase or decrease in the sale price of Stalicla’ shares under the scenario used in the binomial valuation model, would increase or decrease the fair value for respectively CHF 25,064 and CHF 18,949.\n\nWarrants (Stalicla SA)\n\n​\n\n60,547\n\n​\n\nUnderlying Stalicla’s share price used in Black- Scholes valuation model, determined by the price paid by external investors\n\n​\n\nCHF 17\n\n​\n\nA 10% increase or decrease in Stalicla’s underlying share price would increase or decrease the fair value for respectively CHF 15,673 and CHF 12,791\n\nWarrants (Stalicla SA)\n\n​\n\n60,011\n\n​\n\nUnderlying Stalicla’s share price used in Black- Scholes valuation model, determined by the price paid by external investors\n\n​\n\nCHF 17\n\n​\n\nA 10% increase or decrease in Stalicla’s underlying share price would increase or decrease the fair value for respectively CHF 6,091 and CHF 5,538\n\n(1)The fair value of the preferred shares was determined as the residual amount between the subscription price of CHF 795,029 and the fair value of the derivative financial instruments measured using Black-Scholes and binomial valuation models. The fair value of the phantom shares was capped at the fair value of the preferred shares.\n\n(2)An increase or decrease of 10% in Stalicla’s underlying share price used to calculate the fair value of the anti-dilution protection through ratchet mechanism and warrants would conduct to a decreased or increased fair value of respectively CHF 21,697 and CHF 20,357.\n\n​\n\nF-47\n\n[Table of Contents](#TOC)\n\n26. Profit or loss per share\n\nBasic profit or loss per share is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number of shares in issue during the period excluding treasury shares. Diluted loss per share and diluted profit per share including a loss from continuing operations are calculated excluding our options and warrants as they would be antidilutive and our treasury shares.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nNet loss from continuing operations\n\n​\n\n(6,842,588)\n\n​\n\n(4,909,342)\n\n​\n\n(2,500,153)\n\nNet profit / (loss) from discontinued operations\n\n​\n\n114,342\n\n​\n\n11,965,129\n\n​\n\n(8,056,074)\n\n**Net profit / (loss) attributable to equity holders of the company**\n\n​\n\n**(6,728,246)**\n\n​\n\n**7,055,787**\n\n​\n\n**(10,556,227)**\n\n​\n\n​\n\n**107,371,457**\n\n​\n\n**98,112,826**\n\n​\n\n**74,307,635**\n\n**Basic and diluted profit / (loss) per share**\n\n​\n\n**(0.06)**\n\n​\n\n**0.07**\n\n​\n\n**(0.14)**\n\nFrom continuing operations\n\n​\n\n(0.06)\n\n​\n\n(0.05)\n\n​\n\n(0.03)\n\nFrom discontinued operations\n\n​\n\n—\n\n​\n\n0.12\n\n​\n\n(0.11)\n\n​\n\nThe Company has three categories of dilutive potential shares: treasury shares, share options and warrants which have been ignored in the calculation of the result per share for the years ended December 31, 2023, 2024 and 2025.\n\nIn addition to treasury shares, the total number of dilutive instruments as of December 31, 2025 is 66,508,150 which consists of 7,956,764 share options, 2,741,666 warrants granted to a group of investors in June 2026 and 55,809,720 warrants granted to one investor (9,230,772 warrants in December 2021, 15,000,000 in July 2022 and 31,578,94 in April 2023, respectively). As of December 31, 2024, the total number of dilutive instruments is 69,683,409 and primarily consists of 8,006,791 share options, 5,866,898 warrants granted to investors on March 28, 2018 and 55,809,720 warrants granted to one investor. As of December 31, 2023, the total number of dilutive instruments is 63,246,964 and primarily consists of 1,570,346 share options, 5,866,898 warrants granted to investors on March 28, 2018 and 55,809,720 warrants granted to one investor.\n\n​\n\n27. Commitments and contingencies\n\nCapital commitments\n\nAs at December 31, 2025 and 2024, the Group has no contracted capital expenditure.\n\nContingencies\n\nAs part of the ordinary course of business, the Group is subject to contingent liabilities in respect of certain litigation. Currently, there is no outstanding litigation with a possible negative effect on the Group.\n\n​\n\nF-48\n\n[Table of Contents](#TOC)\n\n28. Related party transactions\n\nRelated parties include members of the Board of Directors, the Executive Management of the Group and contracts with Neurosterix Group. The following transactions were carried out with related parties:\n\nKey management compensation\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n​\n\n​\n\n**Continuing operations**\n\nSalaries, other short‑term employee benefits and post-employment benefits\n\n \n\n474,976\n\n \n\n341,575\n\n​\n\n159,775\n\nConsulting fees\n\n \n\n—\n\n \n\n—\n\n​\n\n17,106\n\nShare‑based compensation\n\n \n\n69,850\n\n \n\n167,066\n\n​\n\n239,202\n\n**Total**\n\n** **\n\n**544,826**\n\n** **\n\n**508,641**\n\n​\n\n**416,083**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n​\n\n​\n\n**Discontinued operations**\n\nSalaries, other short‑term employee benefits and post-employment benefits\n\n​\n\n—\n\n​\n\n664,525\n\n​\n\n1,484,290\n\nShare‑based compensation\n\n​\n\n—\n\n​\n\n1,260,638\n\n​\n\n1,297,695\n\n**Total**\n\n​\n\n**—**\n\n​\n\n**1,925,163**\n\n​\n\n**2,781,985**\n\n​\n\nSalaries, other short-term employee benefits and post-employment benefits relate to members of the Board of Directors and Executive Management who are employed by the Group. The Group had a net payable to the Board of Directors and Executive Management of CHF 0.1 million as of December 31, 2025 and December 31, 2024. Share-based compensation relates to the fair value of equity incentive units recognized through profit and loss following their vesting plan.\n\nTransactions with Neurosterix Group\n\nOn April 2, 2024, Addex Group divested a part of its business to Neurosterix Pharma Sàrl (note 22). As part of the transaction, Addex Group received gross proceeds of CHF 5.0 million in cash, an equity interest of 20% of Neurosterix US Holdings LLC whose fair value amounted to CHF 9.42 million and concluded a service agreement allowing Key Members of Addex staff transferred to Neurosterix Pharma Sàrl, including the Chief Executive Officer to support the activities of the Addex Group at zero cost until December 31, 2024. As of January 1, 2025, the agreement was not formally renewed. However, Neurosterix agreed to provide the Group with access to certain employees and infrastructure at zero cost (note 10).\n\nThe fair value of the service agreement amounted to CHF 141,018 (note 10) during the twelve-month period ended December 31, 2025 (CHF 182,348 in 2024). As of December 31, 2025, there were no transaction pending to be paid between Neurosterix Group and Addex Group. As of December 31, 2024, Neurosterix Group owed CHF 7,967 to Addex Group.\n\nTransactions with Stalicla SA\n\nIn June 2025, the Group invested a total amount of CHF 795,029 in Stalicla SA and received 23,342 preferred shares and derivative financial instruments (notes 24 and 25). In July 2025, Tim Dyer has been appointed President of the Board of Stalicla SA.\n\n​\n\n29. Events after the balance sheet date\n\nFrom January 1, 2026 to the issuance date of these consolidated financial statements, the Group sold 4,068,074 shares at an average price of CHF 0.048 for total gross proceeds of CHF 195,833. Of these shares, 3,422,520 have been sold in a form of ADSs for total gross proceeds of USD 208,698 (CHF 163,160) at an average price of USD 7.32 per ADS (equivalent to CHF 0.045 per share). The number of outstanding shares amounts to 151,901,337 shares at the issuance date of the consolidated financial statements excluding 66,753,159 treasury shares directly held by Addex Pharma SA and including 29,904,690 outstanding shares benefiting from our DSPPP considered as treasury shares under IFRS 2.\n\n​\n\nF-49\n\n[Table of Contents](#TOC)\n\n**INDEPENDENT AUDITOR’S REPORT**\n\nBoard of Directors\n\nNeurosterix US Holdings LLC\n\nDelaware\n\nOpinion\n\nWe have audited the consolidated financial statements of Neurosterix US Holdings LLC and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, members’ equity, and cash flows for the years ended December 31, 2025 and for the period from April 2, 2024 (inception) through December 31, 2024, and the related notes to the consolidated financial statements.\n\nIn our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from April 2, 2024 (inception) to December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.\n\nBasis for Opinion\n\nWe conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.\n\nResponsibilities of Management for the Financial Statements\n\nManagement is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated and consolidating financial statements that are free from material misstatement, whether due to fraud or error.\n\nIn preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.\n\nAuditor’s Responsibilities for the Audit of the Financial Statements\n\nOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.\n\nF-50\n\n[Table of Contents](#TOC)\n\nIn performing an audit in accordance with GAAS, we:\n\n●Exercise professional judgment and maintain professional skepticism throughout the audit.\n\n●Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.\n\n●Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.\n\n●Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.\n\n●Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.\n\nWe are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.\n\nBDO Ltd\n\n​\n\nZurich, Switzerland\n\nMay 13, 2026\n\n​\n\n/s/Philipp Kegele\n\n/s/Hanna-Laura Mock\n\n​\n\n​\n\nF-51\n\n[Table of Contents](#TOC)\n\n**Consolidated Financial Statements of********Neurosterix US Holdings LLC as at December 31, 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nF-52\n\n[Table of Contents](#TOC)\n\n**Consolidated Balance Sheet**\n\n**as at December 31, 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n \n\n**December 31, 2025**\n\n \n\n**December 31, 2024**\n\n​\n\n**  ​ ​ ​**\n\n**Notes**\n\n**  ​ ​ ​**\n\n**Amounts in USD**\n\n**  ​ ​ ​**\n\n**Amounts in USD**\n\n**ASSETS**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash and cash equivalents\n\n \n\n2.7\n\n \n\n28,326,492\n\n \n\n20,797,039\n\nAccounts receivable, net\n\n \n\n5\n\n \n\n316,067\n\n \n\n76,536\n\nPrepaid expenses\n\n \n\n5\n\n \n\n1,963,712\n\n \n\n392,343\n\nOther current assets\n\n \n\n5\n\n \n\n183,819\n\n \n\n206,034\n\n**Total current assets**\n\n** **\n\n​\n\n \n\n**30,790,090**\n\n \n\n**21,471,952**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current assets**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nProperty, plant and equipment, net\n\n \n\n​\n\n \n\n115,376\n\n \n\n134,179\n\nOperating lease right-of-use asset, net\n\n \n\n6\n\n \n\n14,412\n\n \n\n16,116\n\nGoodwill\n\n \n\n7\n\n \n\n3,850,033\n\n \n\n5,287,591\n\nOther intangible assets\n\n \n\n7\n\n \n\n14,949,620\n\n \n\n13,070,823\n\nRestricted cash\n\n​\n\n​\n\n​\n\n286,797\n\n​\n\n—\n\n**Total non-current assets**\n\n** **\n\n​\n\n \n\n**19,216,238**\n\n \n\n**18,508,709**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total assets**\n\n** **\n\n​\n\n \n\n**50,006,328**\n\n \n\n**39,980,661**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LIABILITIES AND MEMBERS’ EQUITY**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current liabilities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nAccounts payable and accrued expenses\n\n \n\n8\n\n \n\n3,137,427\n\n \n\n2,557,746\n\nOperating lease liabilities, short-term\n\n \n\n6\n\n \n\n3,988\n\n \n\n3,522\n\nOther liabilities – related party\n\n \n\n​\n\n \n\n—\n\n \n\n8,778\n\n**Total current liabilities**\n\n** **\n\n​\n\n \n\n**3,141,415**\n\n \n\n**2,570,046**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current liabilities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nOperating lease liabilities, long-term\n\n \n\n6\n\n \n\n10,424\n\n \n\n12,594\n\nEmployee benefit plan obligation\n\n \n\n9\n\n \n\n769,337\n\n \n\n768,640\n\nDeferred tax liabilities\n\n \n\n4\n\n \n\n—\n\n \n\n1,921,411\n\n**Total non-current liabilities**\n\n** **\n\n​\n\n \n\n**779,761**\n\n \n\n**2,702,645**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Members’ equity**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nContributed capital\n\n \n\n10\n\n \n\n75,492,857\n\n \n\n46,892,857\n\nAdditional paid-in capital\n\n \n\n​\n\n \n\n3,166,613\n\n \n\n1,067,007\n\nTreasury units\n\n \n\n​\n\n \n\n(22,035)\n\n \n\n(371)\n\nAccumulated other comprehensive income (loss)\n\n \n\n​\n\n \n\n3,367,394\n\n \n\n(928,814)\n\nAccumulated deficit\n\n \n\n​\n\n \n\n(35,919,677)\n\n \n\n(12,322,709)\n\n**Total member’s equity**\n\n** **\n\n​\n\n \n\n**46,085,152**\n\n \n\n**34,707,970**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total liabilities and members’ equity**\n\n** **\n\n​\n\n \n\n**50,006,328**\n\n \n\n**39,980,661**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-53\n\n[Table of Contents](#TOC)\n\n**Consolidated Statement of Operations and Comprehensive Loss**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the year ended**\n\n** **\n\n**Period from April 2,**\n\n​\n\n​\n\n**December 31,**\n\n** **\n\n**2024 to December 31,**\n\n​\n\n​\n\n**2025**\n\n** **\n\n**2024**\n\n​\n\n  ​ ​ ​\n\n**Amounts in USD**\n\n  ​ ​ ​\n\n**Amounts in USD**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating expenses**\n\n \n\n  ​\n\n \n\n  ​\n\nResearch and development\n\n \n\n(16,472,693)\n\n \n\n(10,074,151)\n\nGeneral and administrative\n\n \n\n(5,321,350)\n\n \n\n(2,365,668)\n\n**Total operating expenses**\n\n** **\n\n**(21,794,043)**\n\n \n\n**(12,439,819)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Loss from operations**\n\n** **\n\n**(21,794,043)**\n\n \n\n**(12,102,054)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-operating income (expense)**\n\n \n\n  ​\n\n \n\n  ​\n\nGrant income\n\n​\n\n125,741\n\n​\n\n337,765\n\nInterest income\n\n \n\n53,459\n\n \n\n186\n\nForeign currency loss\n\n \n\n(1,982,125)\n\n \n\n(220,841)\n\n**Total non-operating expenses**\n\n** **\n\n**(1,802,925)**\n\n \n\n**117,110**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Loss before income tax**\n\n** **\n\n**(23,596,968)**\n\n \n\n**(12,322,709)**\n\nIncome tax expense\n\n \n\n—\n\n \n\n—\n\n**Net loss**\n\n** **\n\n**(23,596,968)**\n\n \n\n**(12,322,709)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Other comprehensive income / (loss)**\n\n \n\n  ​\n\n \n\n  ​\n\nRemeasurements of retirement benefits obligation\n\n \n\n(6,499)\n\n \n\n(1,055,869)\n\nForeign currency translation adjustment\n\n \n\n4,302,707\n\n \n\n127,055\n\n**Total other comprehensive (loss) / income, net of tax**\n\n** **\n\n**4,296,208**\n\n \n\n**(928,814)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total comprehensive loss**\n\n** **\n\n**(19,300,760)**\n\n \n\n**(13,251,523)**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-54\n\n[Table of Contents](#TOC)\n\n**Consolidated Statement of Members’ Equity**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n**Accumulated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n**Other**\n\n​\n\n​\n\n \n\n**Total**\n\n​\n\n​\n\n​\n\n** **\n\n**Contributed**\n\n** **\n\n**Additional**\n\n​\n\n​\n\n** **\n\n**Comprehensive**\n\n** **\n\n**Retained**\n\n \n\n**Members’**\n\n​\n\n**  ​ ​ ​**\n\n**Notes**\n\n**  ​ ​ ​**\n\n**capital**\n\n**  ​ ​ ​**\n\n**Paid-In Capital**\n\n**  ​ ​ ​**\n\n**Treasury units**\n\n**  ​ ​ ​**\n\n**income / (loss)**\n\n**  ​ ​ ​**\n\n**Earnings**\n\n**  ​ ​ ​**\n\n**Equity**\n\n**Balance as of April 2 2024**\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n—\n\nNet loss for the period\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n(12,322,709)\n\n \n\n(12,322,709)\n\nRemeasurement of retirement benefits obligation\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(1,055,869)\n\n \n\n—\n\n \n\n(1,055,869)\n\nForeign currency translation adjustment\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n127,055\n\n \n\n—\n\n​\n\n127,055\n\nContributions from:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSyndicate of investors led by Perceptive Advisors\n\n \n\n10\n\n \n\n36,400,000\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n36,400,000\n\nAddex Therapeutics\n\n \n\n10\n\n \n\n10,400,000\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n10,400,000\n\nFormer Addex employees\n\n \n\n​\n\n \n\n92,857\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n92,857\n\nClass B units transferred to the Group\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n(371)\n\n \n\n—\n\n \n\n—\n\n \n\n(371)\n\nShare-based compensation\n\n \n\n11\n\n \n\n—\n\n \n\n1,067,007\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n1,067,007\n\n**Balance as of December 31, 2024**\n\n​\n\n​\n\n** **\n\n**46,892,857**\n\n** **\n\n**1,067,007**\n\n** **\n\n**(371)**\n\n** **\n\n**(928,814)**\n\n** **\n\n**(12,322,709)**\n\n \n\n**34,707,970**\n\nNet loss for the period\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n(23,596,968)\n\n​\n\n(23,596,968)\n\nRemeasurement of retirement benefits obligation\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(6,499)\n\n \n\n—\n\n \n\n(6,499)\n\nForeign currency translation adjustment\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n4,302,707\n\n \n\n—\n\n​\n\n4,302,707\n\nContributions from:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSyndicate of investors led by Perceptive Advisors\n\n \n\n10\n\n \n\n28,600,000\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n28,600,000\n\nClass B units transferred to the Group\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n(21,664)\n\n \n\n—\n\n \n\n—\n\n \n\n(21,664)\n\nShare-based compensation\n\n \n\n11\n\n \n\n—\n\n \n\n2,099,606\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n2,099,606\n\n**Balance as of December 31, 2025**\n\n​\n\n​\n\n** **\n\n**75,492,857**\n\n****​\n\n**3,166,613**\n\n****​\n\n**(22,035)**\n\n****​\n\n**3,367,394**\n\n****​\n\n**(35,919,677)**\n\n​\n\n**46,085,152**\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\nF-55\n\n[Table of Contents](#TOC)\n\n**Consolidated Statement of Cash Flows**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the year ended**\n\n**  ​ ​ ​**\n\n**Period from April 2,**\n\n​\n\n​\n\n​\n\n** **\n\n**December 31, **\n\n** **\n\n**2024 to December 31,**\n\n​\n\n​\n\n​\n\n** **\n\n**2025**\n\n** **\n\n**2024**\n\n​\n\n**  ​ ​ ​**\n\n**Notes**\n\n**  ​ ​ ​**\n\n**Amounts in USD**\n\n**  ​ ​ ​**\n\n**Amounts in USD**\n\n**Cash flows from operating activities:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss\n\n \n\n  ​\n\n \n\n(23,596,968)\n\n \n\n(12,322,709)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n \n\n  ​\n\n \n\n​\n\n \n\n  ​\n\nService transaction agreement\n\n \n\n​\n\n \n\n—\n\n \n\n(206,243)\n\nDepreciation\n\n \n\n​\n\n \n\n51,883\n\n \n\n28,775\n\nValue of share-based services\n\n \n\n11\n\n \n\n2,099,606\n\n \n\n1,096,247\n\nPost-employment benefits\n\n \n\n​\n\n \n\n33,726\n\n \n\n(55,372)\n\nForeign exchange differences\n\n \n\n  ​\n\n \n\n82,796\n\n \n\n231,468\n\nChanges in operating assets and liabilities, net of effects of businesses acquired:\n\n \n\n  ​\n\n \n\n​\n\n \n\n  ​\n\nIncrease in accounts receivable, net\n\n \n\n​\n\n \n\n(216,057)\n\n \n\n(74,617)\n\nIncrease in other current assets\n\n \n\n5\n\n \n\n84,349\n\n \n\n(153,930)\n\nIncrease in prepaid expenses\n\n \n\n5\n\n \n\n(1,437,463)\n\n \n\n(159,153)\n\nIncrease in payables and accruals\n\n \n\n8\n\n \n\n226,725\n\n \n\n2,124,352\n\nDecrease in other liabilities - related party\n\n \n\n​\n\n \n\n(93,057)\n\n \n\n(145,203)\n\nDecrease in deferred income\n\n \n\n​\n\n \n\n—\n\n \n\n(314,906)\n\n**Net cash used in operating activities**\n\n \n\n  ​\n\n** **\n\n**(22,764,460)**\n\n** **\n\n**(9,951,291)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows used in investing activities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCash paid for business acquisitions\n\n \n\n4\n\n \n\n—\n\n \n\n(5,509,035)\n\nAcquisition of property, plant, and equipment\n\n \n\n​\n\n \n\n(15,784)\n\n \n\n(141,266)\n\nCash balance of Neurosterix Pharma Sàrl on April 2, 2024\n\n \n\n​\n\n \n\n—\n\n \n\n22,036\n\n**Net cash used in investing activities**\n\n \n\n  ​\n\n** **\n\n**(15,784)**\n\n** **\n\n**(5,628,265)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from financing activities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nProceeds from members’ contributions\n\n \n\n10\n\n \n\n28,600,000\n\n \n\n36,492,858\n\nPurchases of treasury units\n\n​\n\n​\n\n​\n\n(21,664)\n\n​\n\n—\n\n**Net cash flows from financing activities**\n\n \n\n  ​\n\n** **\n\n**28,578,336**\n\n** **\n\n**36,492,858**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nEffect of exchange rate changes on cash,\n\n \n\n  ​\n\n \n\n2,018,158\n\n \n\n(116,263)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash, cash equivalents, and restricted cash:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet increase during the period\n\n \n\n  ​\n\n \n\n7,816,250\n\n \n\n20,797,039\n\nCash and cash equivalents at the beginning of the year\n\n \n\n  ​\n\n \n\n20,797,039\n\n \n\n—\n\n**Cash and cash equivalents at end of period**\n\n** **\n\n**2.7**\n\n** **\n\n**28,613,289**\n\n** **\n\n**20,797,039**\n\n​\n\nDuring the period from April 2, 2024 (inception) through December 31, 2024, the Company completed a business combination in which equity units with a fair value of $10.4 million were issued as non-cash consideration. Additionally, services valued at $0.2 million were provided at zero cost as part of the transaction (Note 4).\n\n​\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\n​\n\n​\n\nF-56\n\n[Table of Contents](#TOC)\n\n**Notes to the Consolidated Financial Statements**\n\n**(Amounts in USD)**\n\n**1.****General information**\n\nNeurosterix US Holdings LLC (the “Company” or “we”) and its subsidiaries (together, the “Group”) are a clinical stage biopharmaceutical company focused on development of allosteric modulators for the treatment of neurological disorders.\n\nThe Company was formed as a Delaware limited liability company on March 13, 2024, and is the parent company of Neurosterix Swiss Holdings AG. On April 2, 2024, the Group was created as part of the acquisition of Neurosterix Pharma Sàrl by Neurosterix Swiss Holdings AG. The principal place of business of the Group is Chemin des Mines 9, CH 1202 Geneva, Switzerland.\n\nFor further discussion, see Note 10, Members’ Contribution\n\nThese consolidated financial statements have been approved for issuance on May 12, 2026.\n\n​\n\n**2.****Summary of material accounting policies**\n\nThe principal accounting policies applied in the preparation of these consolidated financial statements are set out below.\n\n**2.1**\n\n**Basis of preparation**\n\nThe accompanying consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).\n\nThe preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3 “Material accounting estimates and judgements”.\n\nDue to rounding, numbers presented throughout these consolidated financial statements may not add up precisely to the totals provided. All ratios and variances are calculated using the underlying amount rather than the presented rounded amount.\n\n**2.2**\n\n**New Accounting Pronouncements**\n\n*New standards not yet adopted by the Group*\n\nThe Group assessed the impact of ASU 2023-09, Income Taxes (Topic 740) which became effective for financial reporting periods beginning after December 15, 2025. The Group does not anticipate that Topic 740 will have a material impact on the Group’s overall results and financial position.\n\nThe Group assessed the impact of ASU 2025-10, *Government Grants* (Topic 832) – *Accounting for Government Grants Received by Business Entities*. In December 2025, the FASB issued ASU 2025-10, which establishes recognition, measurement, presentation and disclosure guidance for grants received by business entities from a government. The ASU is effective for entities other than public business entities for annual and interim reporting periods in fiscal years beginning after December 15, 2029, with early adoption permitted. The Group is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.\n\nF-57\n\n[Table of Contents](#TOC)\n\n**2.3**\n\n**Consolidation**\n\nThe consolidated financial statements include the accounts of Neurosterix US Holdings LLC’s wholly owned subsidiaries and entities for which we have a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.\n\nWhen used in this report, the terms “the Group” and “the Company” mean Neurosterix US Holdings LLC and its subsidiaries. The Group assesses the terms of the investment interests to determine if all the subsidiaries meet the definition of a voting interest entity model (“VOE model”). A voting interest entity is defined as an entity that is not a Variable Interest Entity (“VIE”) that is a legal structure in which controlling interest is determined by something other than the majority voting rights. Based on the assessments of the Group under the applicable guidance, The Group did not have controlling financial interests in any VIEs and, therefore, all of the subsidiaries meet the definition of a VOE in 2025 and 2024. As a consequence, the Group currently consolidates the financial operations of its two fully-owned subsidiaries: Neurosterix Swiss Holdings AG (formed in April 2024 and 100% owned during all the year 2024), Neurosterix Pharma Sàrl (formed in March 2024 and 100% owned since April 2, 2024 following a spin-out of Addex Therapeutics), and Neurosterix, Inc. (incorporated as a Delaware C-corporation on March 7, 2025). The reporting date of all Group companies is December 31.\n\n**2.4**\n\n**Foreign currency transactions**\n\nWe translate all assets and liabilities of foreign subsidiaries from the functional currency, which is generally the local currency, into U.S. dollars using the year-end exchange rate. We show the net effect of these translation adjustments within the consolidated financial statements as a component of accumulated other comprehensive income (loss), net of tax. We translate revenues and expenses at the annual average exchange rate.\n\nForeign currency transaction gains and losses are included within non-operating results of the consolidated statements of operations.\n\n**2.5**\n\n**Property, plant and equipment**\n\nWe state property, plant, and equipment at historical cost. We charge expenditures for maintenance and repairs to expense and capitalize additions and improvements that extend the life of the underlying asset. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. We depreciate computer equipment over a maximum life of three years; laboratory equipment over a maximum life of four years, and furniture and fixtures as well as chemical library over a maximum life of five years.\n\n**2.6**\n\n**Financial assets**\n\nThe Group has one category of financial assets, namely “Accounts receivable, net”. Accounts receivable, net are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are held for collection of contractual cash flows which represent solely the payment of principal and interest. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Trade and other receivables are included in other current assets in the consolidated balance sheet (see Note 5). Accounts receivable, net are initially measured at fair value and subsequently measured at amortized cost and are derecognized when settled.\n\n*Impairment of financial assets*\n\nThe Group recognizes a loss allowance for current expected credit losses on accounts receivables and security rental deposits that are measured at amortized cost. The amount of current expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.\n\nThe Group always recognizes lifetime expected credit losses (“CECL”) for trade and other receivables where applicable. The CECL on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.\n\nF-58\n\n[Table of Contents](#TOC)\n\nLifetime CECL represents the CECL that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month CECL represents the portion of lifetime CECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. The Company has not recognized any allowances for credit losses and has not experienced any losses in connection with its accounts receivables or security deposits during 2025 or 2024.\n\n**2.7**\n\n**Cash, cash equivalents and restricted cash**\n\nCash and cash equivalents include deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. They are both readily convertible to known amounts of cash and so near their maturity that they present an insignificant risk of changes in value because of changes in interest rates. The Company maintains deposits with banks which may exceed the Federal Deposit Insurance Corporation insured limit. The Company has not experienced any losses in connection with these accounts during 2025 or 2024.\n\nRestricted cash comprises of the Company’s security deposits for its operating lease and an office space lease which was executed in May 2025.\n\nThe following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet that total to the amounts shown the consolidated statement of cash flows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nCash and cash equivalents\n\n \n\n28,326,492\n\n \n\n20,797,039\n\nRestricted cash\n\n \n\n286,797\n\n \n\n—\n\n**Total cash, cash equivalents, and restricted cash shown in statement of cash flows**\n\n** **\n\n**28,613,289**\n\n** **\n\n**20,797,039**\n\n​\n\n**2.8**\n\n**Contributed capital and additional paid-in capital**\n\nContributed capital is classified as members’ equity and represents the amounts invested by the holders of the Company for the issuance of units at the par value. Additional paid-in capital is classified as members’ equity and represents the amount invested by the holders of the Company for the issuance of units over the par value. Incremental costs directly attributable to the issue of new units are shown as a deduction, net of tax, from the proceeds.\n\nWhere any Group company purchases the Company’s units (treasury units), the consideration paid, including any directly attributable incremental cost (net of income taxes) is recorded as a deduction from members’ equity as a treasury units reserve until the units are cancelled, reissued or disposed of. When such units are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effect, the nominal amount is reversed from the treasury unit reserve, with any remaining difference to the total transaction value being recognized in additional paid-in capital.\n\n**2.9  Equity instruments**\n\nUnits issued by the Group are recorded at the fair value of the proceeds received, net of direct issuance costs.\n\n**2.10  Trade payables**\n\nTrade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. All payables have a contract maturity within 1 year.\n\n**2.11  Grants**\n\nGrants are recognized when the necessary qualifying conditions are substantially met and contingencies have been resolved. Grant income is recognized in the consolidated statement of operations on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grant is intended to compensate. Specifically, grants whose primary conditions are that the Group should undertake specific research activities within a defined period of time, are recognized as deferred income or other current assets in the consolidated balance sheets and transferred to the statement of operations on a systematic and rationale basis over the defined timeframe.\n\nF-59\n\n[Table of Contents](#TOC)\n\n**2.12  Income taxes**\n\nThe Company is classified as a partnership for federal and state income tax purposes. Therefore, federal and most state income taxes are assessed at the partner level.\n\nDeferred income tax is recorded in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates and laws that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.\n\nAll deferred tax assets are recognized and a valuation allowance is recognized to the extent that it is more likely than not that the deferred tax assets will not be realized. The Company has chosen to treat interest and penalties related to uncertain tax liabilities as income tax expense and as an increase to the income tax liability. The Company has concluded there were no uncertain tax positions to recognize as a liability as of December 31, 2025 or 2024. Additional information is disclosed in Note 13.\n\n**2.13  Employee benefit plan obligation**\n\nThe Group operates one Swiss pension scheme accounted in accordance with ASC 715-30 for the employees of Neurosterix Pharma Sàrl. The value of the pension obligations is determined using the Projected Unit Credit (“PUC”) method. This method sees each period of service as giving rise to an additional unit of benefit entitlements/employee benefits. The value of the employee benefit obligations for active employees, or the Projected Benefit Obligation (“PBO”), on the reporting date is the same as the present value of the degree of entitlement existing on this date, in terms of future salary and pension increases and turnover rates. The valuation of pension obligations of pensioners is made on the basis of the present value of current pensions taking into account future increases in pensions. The service costs can be calculated on the basis of the PBO. They correspond to the present value of the entitlements to employee benefits earned during the year for which calculations are made.\n\nGains and losses comprise the actuarial gains and losses arising from changes in the economic and demographic assumptions, the actuarial gains and losses arising from unexpected changes in the population and gains and losses arising from changes in estimates of the market value of assets or differences between actual and anticipated returns. Additional information is disclosed in Note 9.\n\n**2.14  Share-based compensation**\n\nThe Group operates an equity incentive plan, which allows it to grant to present and future employees, officers, directors, managers and/or other service providers of the Company a number of incentive units class B.\n\nThe Company measures unit-based employee and nonemployee awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company accounts for forfeitures in the period in which they occur. Estimating the fair value of unit-based awards requires the input of subjective assumptions, including the expected life of the options and stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of unit-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, unit-based compensation expense could be materially different for future awards. Additional information is disclosed in Note 11.\n\n**2.15  Leases**\n\nThe Group has operating leases for real estate including corporate offices and laboratory spaces, parking places and certain IT equipment.\n\nLeases with an initial term of 12 months or less are generally not recorded on the consolidated balance sheet, unless the arrangement includes an option to purchase the underlying asset, or an option to renew the arrangement, that the Group is reasonably certain to exercise (short-term leases). In addition, the Company has elected not to separate non-lease components from the lease components. The Group recognizes lease expense on a straight-line basis over the lease term for short-term leases that the Group does not record on the consolidated balance sheet. If there is a change in the assessment of the Group related to the lease term and, as a result, the remaining lease term extends more than 12 months from the end of the previously determined lease term, or the Group subsequently becomes reasonably certain that it will exercise an option to purchase the underlying asset, the lease no longer meets the definition of a short-term lease and is accounted for as either an operating or finance lease and recognized on the consolidated balance sheet.\n\nF-60\n\n[Table of Contents](#TOC)\n\nThe Group determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Group utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.\n\nThe leases are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets and corresponding liabilities are presented as a separate line in the consolidated balance sheet. All lease payments are presented as part of the cash flow under operating activities. Additional information is disclosed in Note 6.\n\n**2.16  Research and development**\n\nResearch and development costs are expensed as incurred. Costs incurred on development projects are recognized as intangible assets only for expenditures on materials, equipment, and facilities that are acquired or constructed for Research and development activities and that have an alternative future use.\n\nIn the opinion of management, due to uncertainties inherent in the development of the Group’s products, the criteria for development costs to be recognized as an asset, as prescribed by ASC 730, “Research and Development”, are not met.\n\n**2.17  Valuation of Business Combinations**\n\nThe Group allocates the amounts paid for the acquisition of Neurosterix Pharma Sàrl on April 2, 2024 to the acquired assets and assumed liabilities based on their fair values at the date of acquisition, including identifiable research and development intangible assets. The group assesses the fair value of identifiable research and development intangible assets acquired in a business combination using detailed financial valuations based on information and assumptions provided by management considered as best estimates of inputs and assumptions. The Group allocates to goodwill any excess purchase price over the fair value of acquired net tangible and intangible assets including the research and development intangible assets and goodwill. Transaction costs associated with the acquisition of Neurosterix Pharma Sàrl are expensed as incurred through general and administrative expenses. Additional information is disclosed in Note 4.\n\n**2.18  Valuation of development supplies and consumables**\n\nThe supplies and consumables are recognized as an asset and valued at each periodic inventory at weighted average cost.\n\n**2.19  Deferred taxes**\n\nDeferred income tax is recorded in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.\n\nDeferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.\n\nDeferred income tax is recorded on temporary differences arising on investments in subsidiaries, except where the Group deems it probable that the temporary difference will not reverse in the foreseeable future. The temporary differences arising in investments accounted for using the equity method are recorded as deferred income taxes.\n\nF-61\n\n[Table of Contents](#TOC)\n\nPotential deferred income tax assets from tax loss carry forwards exceed deferred tax liabilities. Deferred income tax assets from tax loss carry forwards are initially recognized to the extent that the realization of the related tax benefit through future taxable profits is probable.\n\n​\n\n**2.20  Reclassifications**\n\n​\n\nCertain prior year amounts have been reclassified to conform to the current year presentation.\n\n​\n\n**3.****Material accounting estimates and judgments**\n\nThe financial results are affected by the selection and application of accounting policies and methods. The Group adopted accounting policies to prepare the consolidated financial statements in conformity with U.S. GAAP.\n\nTo prepare the consolidated financial statements in accordance with U.S. GAAP, Management makes estimates and assumptions that may affect the reported amounts of the assets and liabilities, including the contingent liabilities, as of the date of the financial statements and the reported amounts of the revenues and expenses during the reporting periods. The actual results may differ from these estimates. The Group considers estimates to be critical (i) if it is required to make assumptions about material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period.\n\nThe following are areas considered to be critical and require management’s judgment:\n\n*Grants*\n\nGrants are recorded at their contractually agreed upon value, and recognized as income when the conditions are substantially met. In certain circumstances, grant income may be recognized before explicit grantor acknowledgement that the conditions have been met.\n\n*Accrued research and development costs*\n\nThe Group records accrued expenses for estimated costs of research and development activities conducted by third party service providers. The Group records accrued expenses for estimated costs of research and development activities based upon the estimated amount of services provided, but not yet invoiced, and these costs are included in accrued expenses on the consolidated balance sheets and within research and development expenses in the consolidated statements of operations. These costs are a significant component of research and development expenses. Accrued expenses for these costs are recorded based on the estimated amount of work completed in accordance with agreements established with these third parties. Due to the nature of estimates, the Group may be required to make changes to the estimates after a reporting period as it becomes aware of additional information about the status or conduct of its research activities.\n\n*Valuation of research and development intangible assets*\n\nThe Group assesses the fair value of research and development intangible assets acquired in a business combination on detailed financial valuations that use information and assumptions provided by management considered as best estimates of inputs and assumptions. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, and the probability of achieving clinical, regulatory, could result in different purchase price allocations.\n\nThe Group tests the indefinite-lived research and development intangible assets at least annually for impairment and reassess their classification as indefinite-lived assets, or more frequently if indicators exist. The Group assesses qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that the indefinite-lived research and development intangible assets are impaired. If the Group concludes that it is more likely than not that the research and development intangible asset is impaired, the Group then determines its fair value and performs the quantitative impairment test by comparing the fair value with the carrying value. If the carrying value exceeds the fair value of the indefinite-lived research and development intangible asset, the Group writes the carrying value down to fair value. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates. No impairments have been recognized for either period presented. When the research and development assets are commercialized, they will be amortized over the remaining estimated useful life.\n\nF-62\n\n[Table of Contents](#TOC)\n\n*Goodwill valuation*\n\nThe Group utilizes both qualitative (Step 0) and, when necessary, quantitative approaches (Step 1) as described in FASB ASC 350, Intangibles – Goodwill and Other. Changes in key valuation inputs or risk factors, such as significant revisions to discount rates or cash flow projections, are monitored to assess whether a quantitative test is warranted. No impairments have been recognized for either period presented.\n\n*Going concern*\n\nThe Group’s accounts are prepared on a going concern basis. The Group is a development-stage enterprise and is exposed to all the risks inherent in establishing a business. The Group expects that its existing cash and cash equivalents, at the issuance date of these consolidated financial statements will be sufficient to fund its operations and meet all of its obligations as they become due, through May of 2027. The future viability of the Group is dependent on its ability to raise additional capital from public or private financings or collaboration agreements to finance its future operations, which may be delayed due to reasons outside of the Group’s control. The inability to obtain funding, as and when needed, would have a negative impact on the Group’s financial condition and ability to pursue its business strategies. If the Group is unable to obtain the required funding to run its operations and to develop and commercialize its product candidates, the Group could be forced to delay, reduce or stop some or all of its research and development programs to ensure it remains solvent.\n\n**4.****Business Combination**\n\nOn April 2, 2024, the Group completed the acquisition of 100% of the outstanding equity of Neurosterix Pharma Sàrl and paid a cash consideration of CHF 5.0 million and 20% equity interest in Neurosterix US Holdings LLC issued to Addex Therapeutics. As part of the Transaction, the Group and Addex Therapeutics entered into a service agreement which provides to Addex Therapeutics with access to certain staff and infrastructure at zero cost to ensure the operation of the Addex Therapeutics retained business. The fair value of the service agreement amounted to $200,912 as of April 2, 2024.\n\nThe final purchase price of a part of the business of Addex Therapeutics comprised of the amount presented below in USD, converted at year-end exchange rate:\n\n​\n\n​\n\n​\n\n**Consideration paid**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\nCash paid to Addex Therapeutics\n\n \n\n5,509,035\n\n20% equity interest in Neurosterix US Holdings LLC (note 12)\n\n \n\n10,388,277\n\nFair value of the service agreement\n\n \n\n200,912\n\n**Total consideration**\n\n** **\n\n**16,098,224**\n\n​\n\nThe fair value of the 20% equity interest in Neurosterix US Holdings LLC has been assessed using a financial valuation method. The purchase price has been allocated as follows:\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**April 2, 2024**\n\nGoodwill (note 7)\n\n \n\n5,287,591\n\nResearch and development Intangible assets (note 7)\n\n \n\n13,070,823\n\nTotal net assets acquired\n\n \n\n(338,779)\n\nDeferred tax liabilities on research and development intangible assets\n\n \n\n(1,921,411)\n\n**Total**\n\n** **\n\n**16,098,224**\n\n​\n\nF-63\n\n[Table of Contents](#TOC)\n\nThe following table is a summary of assets and liabilities transferred in connection with the acquisition at their respective fair values as of the acquisition date:\n\n​\n\n​\n\n​\n\n**Assets transferred to Neurosterix Group**\n\n**  ​ ​ ​**\n\n**April 2, 2024**\n\nCash\n\n \n\n22,036\n\nAccounts receivable, net\n\n \n\n1,919\n\nPrepaid expenses\n\n \n\n125,278\n\nLaboratory supplies and consumables\n\n \n\n107,912\n\nSecurity rental deposits\n\n \n\n52,104\n\nProperty, plant and equipment, net\n\n \n\n20,920\n\nSurplus on pension obligation\n\n \n\n233,334\n\n**Total assets transferred to Neurosterix Group**\n\n** **\n\n**563,503**\n\nLiabilities transferred to Neurosterix Group\n\n \n\n  ​\n\nDeferred income related to Innosuisse/Eurostars\n\n \n\n314,906\n\nPayables and accruals\n\n \n\n433,394\n\nCurrent account due to Addex Therapeutics\n\n \n\n153,982\n\n**Total liabilities transferred to Neurosterix Group**\n\n** **\n\n**902,282**\n\n**Total net assets transferred to Neurosterix Group**\n\n** **\n\n**(338,779)**\n\n​\n\nNeurosterix Pharma Sàrl incurred a net loss of $12.2 million since its acquisition by the Group on April 2, 2024.\n\nDuring 2025, the Company finalized its purchase price allocation for tax purposes, resulting in the elimination of deferred tax liabilities on research and development intangible assets and goodwill of $1.8 million. The financial statements for 2024 were not retrospectively adjusted. This measurement period adjustment was recorded in 2025, the period in which the adjustment was identified.\n\n​\n\n**5.****Current assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nAccounts receivable, net\n\n**  ​ ​ ​**\n\n316,067\n\n**  ​ ​ ​**\n\n76,536\n\nPrepaid expenses\n\n \n\n1,963,712\n\n \n\n392,343\n\nOther current assets\n\n \n\n183,819\n\n \n\n206,034\n\n**Total other current assets**\n\n** **\n\n**2,463,598**\n\n** **\n\n**674,913**\n\n​\n\nAs of December 31, 2025 and 2024, prepaid expenses included $1.7 million and $0.1 million in prepaid clinical research organization fees.\n\n​\n\nF-64\n\n[Table of Contents](#TOC)\n\n**6.****Leases**\n\nThe Group is party to one operating lease related to equipment (a printer) using a discount rate of 1.09%. The lease has a remaining term of 3.7 years.\n\nThe following table presents maturities of the Group’s operating lease liability on an undiscounted basis as of December 31, 2025:\n\n​\n\n​\n\n​\n\n2026\n\n \n\n4,070\n\n2027\n\n \n\n4,070\n\n2028\n\n \n\n4,070\n\n2029\n\n \n\n2,715\n\nTotal\n\n** **\n\n14,925\n\nDiscount factor\n\n \n\n(513)\n\nLease liability\n\n** **\n\n14,412\n\nAmounts due within 12 months\n\n \n\n3,988\n\nNon-current lease liability\n\n \n\n10,424\n\n​\n\nThe Group’s operating lease expense and payments related to its operating lease were immaterial during the year ended December 31, 2025 and for the period from April 2, 2024 through December 31, 2024. The Group recognized short term lease expense of $0.4 million and $0.3 million during the year ended December 31, 2025 and for the period from April 2, 2024 through December 31, 2024, respectively.\n\nAs of December 31, 2025 and 2024, the Company did not have any finance leases.\n\nThe Company executed an office space lease in May 2025. As of December 31, 2025, the Company did not have access to the office space, and therefore, the lease has not commenced in accordance with ASC 842. No payments have been made to the lessor during the year ended December 31, 2025. The Company obtained access to the space in February 2026, at which time the lease commenced.\n\n**7.****Goodwill and other intangible assets**\n\nThe Company’s goodwill and other intangible assets are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Research and**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**development**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Intangible**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Goodwill**\n\n**  ​ ​ ​**\n\n**assets**\n\n**  ​ ​ ​**\n\n**Total**\n\nBalance at April 2, 2024\n\n** **\n\n**—**\n\n****​\n\n**—**\n\n****​\n\n**—**\n\nAcquisition of Neurosterix Pharma Sarl\n\n​\n\n5,287,591\n\n****​\n\n13,070,823\n\n****​\n\n18,358,414\n\n**Balance at December 31, 2024**\n\n​\n\n**5,287,591**\n\n****​\n\n**13,070,823**\n\n****​\n\n**18,358,414**\n\nMeasurement period adjustment\n\n \n\n(1,972,977)\n\n​\n\n—\n\n​\n\n(1,972,977)\n\nCurrency translation adjustment\n\n \n\n535,419\n\n​\n\n1,878,797\n\n​\n\n2,414,216\n\n**Balance at December 31, 2025**\n\n** **\n\n**3,850,033**\n\n​\n\n**14,949,620**\n\n​\n\n**18,799,653**\n\n​\n\nThe balance of goodwill and other intangible assets is comprised of goodwill and indefinite-lived research and development intangible assets (Note 4) acquired as part of the Transaction. There were no impairment charges or amortization expense recorded during the year ended December 31, 2025 or the period from April 2, 2024 through December 31, 2024, related to the Group’s goodwill and research and development intangible assets.\n\nF-65\n\n[Table of Contents](#TOC)\n\n**8.****Accounts payable and accrued expenses**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nTrade payables\n\n \n\n450,811\n\n \n\n300,397\n\nSocial security and other taxes\n\n \n\n24,927\n\n \n\n80,018\n\nAccrued expenses\n\n \n\n2,661,689\n\n \n\n2,177,331\n\n**Total accounts payable and accrued expenses**\n\n** **\n\n**3,137,427**\n\n** **\n\n**2,557,746**\n\n​\n\n​\n\n**9.****Retirement benefit obligations**\n\nApart from the social security plans fixed by the law, the Group sponsors an independent pension plan for the Swiss operational company. The Group has contracted with Swiss Life for the provision of occupational benefits. All benefits in accordance with the regulations are reinsured in their entirety with Swiss Life within the framework of the corresponding contract. This pension solution fully reinsures the risks of disability, death and longevity with Swiss Life. Swiss Life invests the vested pension capital and provides a 100% capital and interest guarantee. The pension plan is entitled to an annual bonus from Swiss Life comprising the effective savings, risk and cost results. Although, as is the case with many Swiss pension plans, the amount of ultimate pension benefit is not defined, certain legal obligations of the plan create constructive obligations on the employer to pay further contributions to fund an eventual deficit; this results in the plan nevertheless being accounted for as a defined benefit plan. All employees are covered by this plan, which is a defined benefit plan. Retirement benefits are based on contributions, computed as a percentage of salary, adjusted for the age of the employee and shared approximately 37% / 63% by employee and employer in 2024. In addition to retirement benefits, the plans provide death and long-term disability benefits to its employees. Liabilities and assets are revised every year by an independent actuary. Assets are held in the insurance company. In accordance with ASC 715-30, plan assets have been measured at fair value, and the projected benefit obligation has been determined using the “projected unit credit” method.\n\n*Employment benefit obligations*\n\nThe amounts recognized in the consolidated balance sheet are determined as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the Year**\n\n**  ​ ​ ​**\n\n**Period from**\n\n​\n\n​\n\n**Ended December**\n\n​\n\n**April 2, 2024 to**\n\n​\n\n​\n\n**31, 2025**\n\n​\n\n**December 31, 2024**\n\nDefined benefit obligation\n\n \n\n(11,186,596)\n\n \n\n(9,256,992)\n\nFair value of plan assets\n\n \n\n10,417,259\n\n \n\n8,488,352\n\n**Employee benefit plan obligation**\n\n** **\n\n**(769,337)**\n\n** **\n\n**(768,640)**\n\n​\n\nThe shortfall on funded status amounted to $769,337 and $768,640 as of December 31, 2025 and 2024, respectively. The amounts recognized in the consolidated statement of comprehensive loss are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the Year**\n\n**  ​ ​ ​**\n\n**Period from **\n\n​\n\n​\n\n**Ended December**\n\n​\n\n**April 2, 2024 to**\n\n​\n\n​\n\n**31, 2025**\n\n​\n\n**December 31, 2024**\n\nEmployer service costs\n\n \n\n(548,780)\n\n \n\n(293,725)\n\nOther components of benefit cost\n\n \n\n16,726\n\n \n\n31,901\n\n**Company pension cost**\n\n** **\n\n**(532,054)**\n\n** **\n\n**(261,824)**\n\n​\n\nThe other components include interest costs of $(75,130) and expected return on assets of $91,856 during the year ended December 31, 2025. The other components include interest costs of $(85,272) and expected return on assets of $117,173 during the period from April 2, 2024 to December 31, 2024. Company pension costs are recognized within research and development and general and administrative expense within the Company’s consolidated statements of operations and comprehensive loss.\n\nF-66\n\n[Table of Contents](#TOC)\n\nThe movements in the defined benefit obligations are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the Year**\n\n**  ​ ​ ​**\n\n**Period from**\n\n​\n\n​\n\n**Ended December**\n\n​\n\n**April 2, 2024 to**\n\n​\n\n​\n\n**31, 2025**\n\n​\n\n**December 31, 2024**\n\nDefined benefit obligation on April 2, 2024\n\n \n\n(9,256,992)\n\n \n\n—\n\nBusiness combination (note 7)\n\n \n\n—\n\n \n\n(7,632,011)\n\nCurrent service cost\n\n \n\n(548,780)\n\n \n\n(285,890)\n\nInterest cost\n\n \n\n(75,130)\n\n \n\n(82,998)\n\nEmployee contributions\n\n \n\n(303,705)\n\n \n\n(180,892)\n\nActuarial gain (loss) arising from changes in financial assumptions\n\n \n\n189,487\n\n \n\n(349,926)\n\nActuarial loss on experience adjustment\n\n \n\n(156,451)\n\n \n\n(669,324)\n\nBenefits deposited (net)\n\n​\n\n333,665\n\n​\n\n(55,951)\n\nForeign exchange impact\n\n \n\n(1,368,690)\n\n \n\n—\n\n**Defined benefit obligations at end of year**\n\n** **\n\n**(11,186,596)**\n\n** **\n\n**(9,256,992)**\n\n​\n\nThe movements in the fair value of plan assets during the year are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Period from**\n\n​\n\n​\n\n**For the Year Ended**\n\n​\n\n**April 2, 2024**\n\n​\n\n​\n\n**December 31,**\n\n​\n\n**to December 31, 2024**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nFair value of plan assets at beginning on April 2, 2024\n\n \n\n8,488,352\n\n \n\n—\n\nBusiness combination (note 7)\n\n \n\n—\n\n \n\n7,865,345\n\nActual return on plan asset\n\n \n\n196,822\n\n \n\n77,429\n\nEmployee contributions\n\n \n\n303,705\n\n \n\n180,892\n\nCompany contributions\n\n \n\n498,328\n\n \n\n308,735\n\nBenefits deposited (net)\n\n​\n\n(333,665)\n\n​\n\n55,951\n\nForeign exchange impact\n\n \n\n1,263,717\n\n \n\n—\n\n**Fair value of plan assets at end of year**\n\n** **\n\n**10,417,259**\n\n** **\n\n**8,488,352**\n\n​\n\nAs of the date of the preparation of these consolidated financial statements, the 2025 annual report of the pension fund has not yet been issued, and therefore the detailed structures and assets held at December 31, 2025, are not currently available for presentation. However, the detailed assets held at December 31, 2024, which were reported to the Group are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\n​\n\nCash\n\n​\n\n1.81\n\n%\n\nBonds\n\n​\n\n42.94\n\n%\n\nEquity instruments\n\n​\n\n19.34\n\n%\n\nReal estate\n\n​\n\n24.29\n\n%\n\nMortgages\n\n​\n\n10.32\n\n%\n\nDerivatives\n\n​\n\n1.30\n\n%\n\n**Total**\n\n​\n\n**100.00**\n\n**%**\n\n​\n\nF-67\n\n[Table of Contents](#TOC)\n\nThe principal actuarial assumptions used were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31, **\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\nDiscount rate\n\n \n\n1.25\n\n%\n\n1.00\n\n%\n\nMortality tables\n\n \n\nBVG2020 GT\n\n​\n\nBVG2020 GT\n\n​\n\nSalary growth rate\n\n \n\n1.00\n\n%\n\n1.00\n\n%\n\nPension growth rate\n\n \n\n0.00\n\n%\n\n0.00\n\n%\n\n​\n\nThe estimated employer contributions to pension plans for the financial year 2026 amount to $0.5 million. The following table shows the components of the costs recognized in other comprehensive income:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**For the Years Ended December 31,**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nAsset experience\n\n* *\n\n111,002\n\n​\n\n(36,619)\n\nActuarial gain (loss) on defined benefit obligation\n\n​\n\n34,935\n\n​\n\n(1,019,250)\n\nForeign exchange impact\n\n* *\n\n(152,436)\n\n​\n\n—\n\n**Total**\n\n* *\n\n**(6,499)**\n\n​\n\n**(1,055,869)**\n\n​\n\nThe following table shows the estimated benefit payments in CHF related to employee and employer contributions for the next ten years where the number of employees remains constant:\n\n​\n\n​\n\n​\n\n**Year ending December 31,**\n\n*  ​ ​ ​*\n\n​\n\n2026\n\n​\n\n268,000\n\n2027\n\n* *\n\n270,000\n\n2028\n\n* *\n\n271,000\n\n2029\n\n* *\n\n444,000\n\n2030\n\n* *\n\n351,000\n\n2031-2035\n\n* *\n\n3,441,000\n\n​\n\n​\n\n​\n\n**10.****Members’ contributions**\n\nThe Company has two authorized classes of Units, consisting of Class A and Class B Units. Class A and B have the same voting rights, but Class A have additional rights related to the liquidation and distribution of dividends. All Class B Units shall be issued and awarded to employees, officers, directors, managers or other service providers of the Group (Note 11).\n\nAs part of the funding executed on April 2, 2024, a syndicate of investors led by Perceptive Advisors received a total of 62,500,000 Class A units at a committed price of $1.00 per unit of which $0.56 was paid in April 2024 whilst the payment of the remaining committed amount of $0.44 per unit is subjected to the achievement of a scientific milestone event. At the same date, Addex Therapeutics received 17,857,142.86 Class A units as part of the consideration related to the divestment of a part of its business to Neurosterix Group which have been recognized at the fair value of $0.56 per unit and, following a Management equity plan, the former Addex employees received 8,928,572 Class B units paid $0.01 per unit (Note 11).\n\nOn June 25, 2024, other investors introduced by Perceptive Advisors subscribed 2,500,000 Class A units at the same conditions as the funding executed on April 2, 2024 described in the paragraph above. At the same date, Addex Therapeutics freely received 714,285.7143 Class A units recognized at the fair value of $0.56 per unit whilst former Addex employees subscribed 357,142.2859 Class B units paid $0.01 per unit as planned in the Limited Liability company agreement of Neurosterix US Holdings LLC.\n\nIn October 2025, the Group achieved the scientific milestone event which resulted in the receipt of the remaining commitment by the Perceptive advisors of $28.6 million.\n\nDuring the year ended December 31, 2025 and the period from April 2, 2024 to December 31, 2024, the Group repurchased 2,166,428.6429 and 37,142.8571, respectively, non-vested units to employees who left the Group in accordance with the Management incentive plan (more details are explained in Note 11).\n\nF-68\n\n[Table of Contents](#TOC)\n\nNo distributions occurred during the year ended December 31, 2025 or the period from April 2, 2024 to December 31, 2024.\n\n​\n\n**11.****Unit-based compensation**\n\nThe Group has an equity incentive plan, the Management Equity Incentive Plan (the “Plan”). The total number of units authorized under the Plan is 14,747,899. The Plan provides for the granting of class B units in the form of incentive unit options to employees, directors, and other persons, as determined by the Group’s board of directors. The Group’s incentive unit options vest based on the terms in each awards agreement, generally over 4 years with 30% of options vesting after 1 year and then monthly thereafter, and have a term of ten years.\n\nThe Group measures unit-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Group recorded unit-based compensation expense in the following expense categories in its consolidated statement of operations and comprehensive loss:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the Year**\n\n**  ​ ​ ​**\n\n**Period from **\n\n​\n\n​\n\n**Ended **\n\n​\n\n**April 2, 2024 **\n\n​\n\n​\n\n**December **\n\n​\n\n**to December 31,**\n\n​\n\n​\n\n**31, 2025**\n\n​\n\n** 2024**\n\nResearch and development\n\n \n\n644,475\n\n \n\n485,386\n\nGeneral and administration\n\n \n\n1,455,131\n\n \n\n610,861\n\n**Total**\n\n** **\n\n**2,099,606**\n\n** **\n\n**1,096,247**\n\n​\n\n*Incentive Units*\n\nIn 2025, the Group granted employees incentive units to purchase class B units with an exercise price of $0.01.\n\nThe following table summarizes incentive unit activity for the Plan during the year ended December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n**Weighted average**\n\n​\n\n​\n\n​\n\n​\n\n**Weighted average**\n\n​\n\n**remaining**\n\n​\n\n**  ​ ​ ​**\n\n**Number of units**\n\n**  ​ ​ ​**\n\n**Exercise price per unit**\n\n**  ​ ​ ​**\n\n**Contractual term (years)**\n\nOuststanding at January 1, 2025\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nGranted\n\n \n\n7,718,066\n\n \n\n0.01\n\n \n\n—\n\nOutstanding at December 31, 2025\n\n \n\n7,718,066\n\n \n\n0.01\n\n \n\n9.43\n\n**Excercisable at December 31, 2025**\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\nThe weighted-average grant date fair value of incentive unit granted was $0.44 per unit for the year ended December 31, 2025. The Group recorded unit-based compensation expense of $0.6 million related to the incentive units during the year ended December 31, 2025. As of December 31, 2025, the total unrecognized compensation expense related to the unvested unit awards was $2.8 million, which the Group expects to recognize over a weighted-average period of 3.3 years.\n\nThe fair value of the incentive units were estimated using the Black-Scholes Option Pricing Model, which takes into account inputs such as the value of the underlying equity at the grant date, hurdle rate, expected term, expected volatility, risk-free interest rate, and dividend yield, and then applying a discount for lack of marketability. Changes in the input assumptions can materially affect the fair value estimates and, ultimately, the amount which the Company recognizes as unit-based compensation expense.\n\nThe inputs of the Black-Scholes Option Pricing Model for units granted during the year ended December 31, 2025 are as follows:\n\n●The expected term is based on the estimated time until a liquidity event for the Company’s members.\n\n●The expected volatility is based on historical volatilities of similar entities with the Company’s industry which were commensurate with the expected term assumption.\n\n●The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the expected term.\n\nF-69\n\n[Table of Contents](#TOC)\n\nThe fair value of each unit was estimated on the date of grant using weighted average assumptions in the table below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Year ended **\n\n** **\n\n​\n\n​\n\n**December 31, 2025**\n\n​\n\nExpected volatility\n\n​\n\n95.2\n\n%\n\nRisk-free interest rate\n\n \n\n4.0\n\n%\n\nExpected life (in years)\n\n \n\n5.93\n\n​\n\nExpected dividend yield\n\n \n\n—\n\n​\n\n​\n\n*Rollover units*\n\nIn 2024, the Group granted to the former Executive Managers and employees of Addex transferred to Neurosterix Group a total of 9,285,714.2859 class B units at a purchase price of $0.01 per unit with vesting period over 4 years subject to the participant’s continued employment with the Group through the applicable vesting date. Following the departure of employees during the years ended December 31, 2025 and 2024 and in accordance with the Plan, 2,166,428.6429 and 37,142.8571, respectively, class B units were re-purchased at the initial price of $0.01 per unit and transferred to the Group as treasury units and recognized as treasury units within the Group’s consolidated statement of members’ equity $21,664 and $371, respectively. The valuation of the rollover units is based on the market approach relying on the funding executed on April 2, 2024 on which external investors paid Class A units at a price of $1.00 of which $0.56 immediately paid and $0.44 depending on the achievement of a scientific milestone event. As the fair value is estimated to $0.56 and the grant price is $0.01, the share-based compensation will amount to $0.55 per unit.\n\nThe Group recorded unit-based compensation expense of $1.5 million related to the rollover units during the year ended December 31, 2025. As of December 31, 2025, the unit-based compensation costs remaining to be recognized over the vesting period ending March 31, 2028 amounted to $1.4 million.\n\n​\n\n**12.****Grant income**\n\nIn 2023, Addex Therapeutics was awarded a grant of CHF 0.5 million by Eurostars/Innosuisse to support the mGlu2NAM program of which CHF 0.3 million was paid in 2023. Under this agreement, it was required to complete specific research activities within a defined period of time. The funding was fixed and received based on the satisfactory completion of the agreed research activities and incurring the related costs.\n\nOn April 2, 2024, following the spin-out, the program was transferred to Neurosterix Pharma Sàrl (see Note 7) for a remaining total amount of $0.3 million.\n\nThe Group recognized grant income of $0.1 million and $0.3 million to grant income during the year ended December 31, 2025 and for the period from April 2, 2024 through December 31, 2024, respectively. The awarded grant has been fully paid to the Group as of December 31, 2025.\n\n​\n\nF-70\n\n[Table of Contents](#TOC)\n\n**13.****Taxes**\n\nThe Company is classified as a partnership for U.S. federal and most state income tax purposes; accordingly, U.S. federal and most state income taxes are assessed at the partner level. On March 7, 2025, the Group incorporated Neurosterix, Inc., a Delaware C-corporation wholly owned by the Company and subject to U.S. federal corporate income tax at a statutory rate of 21%; the U.S. deferred tax assets and related valuation allowance discussed below are established at the Neurosterix, Inc. entity level. The other companies of the Group are domiciled in Geneva and are subject to a 14.70% income tax rate. The components of the income tax expense (benefit) for the year ended December 31, 2025 and for the period from April 2, 2024 (inception) through December 31, 2024 were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the Year**\n\n**  ​ ​ ​**\n\n**Period from**\n\n​\n\n​\n\n**Ended December**\n\n​\n\n**April 2, 2024 to**\n\n​\n\n​\n\n**31, 2025**\n\n​\n\n**December 31, 2024**\n\n**Current:**\n\n \n\n​\n\n​\n\n  ​\n\nFederal\n\n \n\n—\n\n​\n\n—\n\nState and local\n\n​\n\n—\n\n​\n\n—\n\nForeign (Switzerland)\n\n​\n\n—\n\n​\n\n—\n\n**Total current**\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Deferred:**\n\n​\n\n​\n\n​\n\n​\n\nFederal\n\n​\n\n—\n\n​\n\n—\n\nState and local\n\n​\n\n—\n\n​\n\n—\n\nForeign (Switzerland)\n\n​\n\n—\n\n​\n\n—\n\n**Total deferred**\n\n \n\n—\n\n​\n\n—\n\n​\n\n \n\n​\n\n​\n\n​\n\n**Total income tax expense (benefit)**\n\n \n\n—\n\n​\n\n—\n\n​\n\nThe Group recorded no current or deferred income tax expense for the year ended December 31, 2025 or for the inception period from April 2, 2024 through December 31, 2024. Neurosterix, Inc. was incorporated on March 7, 2025 and generated a pre-tax loss in its initial period of operations; all resulting deferred tax benefits are fully offset by a valuation allowance. No U.S. corporate income tax existed within the consolidated group prior to March 7, 2025.\n\n​\n\nA reconciliation of income tax benefit at the statutory federal income tax rate and as reflected in the consolidated financial statements is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n**Period from**\n\n \n\n​\n\n​\n\n**For the Year Ended**\n\n  ​ ​ ​\n\n**April 2, 2024 to**\n\n​\n\n​\n\n​\n\n**December 31, 2025**\n\n  ​ ​ ​\n\n**December 31, 2024**\n\n \n\n**U.S. Statutory Tax Rate**\n\n​\n\n(4,955,363)\n\n​\n\n21.0\n\n%  \n\n—\n\n​\n\n0.0\n\n%\n\n**State and Local Income Taxes, Net of Federal Income Tax Effect***\n\n \n\n(21,316)\n\n \n\n0.1\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Foreign Tax Effects**\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\nSwitzerland\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\nForeign tax holiday\n\n \n\n4,748,851\n\n \n\n(20.1)\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Effect of Change in Tax Laws or Rates Enacted in the Current Period**\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Effect of Cross-Border Tax Laws**\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Tax Credits**\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Change in Valuation Allowances**\n\n \n\n117,353\n\n \n\n(0.5)\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Nontaxable or Nondeductible Items**\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\nNontaxable partnership income\n\n \n\n(11,033)\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\nShare-based compensation\n\n \n\n117,439\n\n \n\n(0.5)\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\nMeals and entertainment\n\n \n\n72\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Changes in Unrecognized Tax Benefits**\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n**Other Adjustments**\n\n \n\n3,997\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\nActual income tax benefit effective tax rate\n\n \n\n—\n\n \n\n0.0\n\n%  \n\n—\n\n \n\n0.0\n\n%\n\n*The following states made up the majority (greater than 50%) of the tax affect in this category: Massachusetts and Michigan.\n\nF-71\n\n[Table of Contents](#TOC)\n\nThe significant components of the deferred income tax assets at the Neurosterix, Inc. level are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the Year**\n\n**  ​ ​ ​**\n\n**Period from**\n\n​\n\n​\n\n**Ended December**\n\n​\n\n**April 2, 2024 to**\n\n​\n\n​\n\n**31, 2025**\n\n​\n\n**December 31, 2024**\n\n**Deferred income tax assets**\n\n​\n\n​\n\n​\n\n​\n\nAccrued expenses and other\n\n​\n\n79,070\n\n​\n\n—\n\nNet operating loss carryforwards\n\n \n\n45,021\n\n \n\n—\n\n**Total deferred tax assets**\n\n \n\n124,091\n\n \n\n—\n\nValuation allowance\n\n \n\n(124,091)\n\n \n\n—\n\n**Net deferred tax asset**\n\n \n\n—\n\n \n\n—\n\n​\n\nThere were no deferred tax liabilities as of December 31, 2025 or 2024. No deferred tax assets or liabilities existed as of December 31, 2024 as Neurosterix, Inc. had not yet been incorporated.\n\nThe Group has determined not to recognize any net deferred income tax assets as of December 31, 2025. The key factors which influenced management in this evaluation are the fact that the Group has not yet a history of making profits due to the stage of development of its drug products. Neurosterix, Inc. was incorporated on March 7, 2025 and has generated losses since incorporation with no history of taxable income. Management assessed all available positive and negative evidence and concluded it is more likely than not that the deferred tax assets will not be realized. Accordingly, during 2025 the Group established a full valuation allowance of $124,092 against the net deferred tax assets of Neurosterix, Inc.; no valuation allowance existed as of December 31, 2024 as Neurosterix, Inc. had not yet been incorporated. As of December 31, 2025, Neurosterix, Inc. had federal NOL carryforwards of $182,297, Massachusetts NOL carryforwards of $132,616 expiring in 2045, and Michigan NOL carryforwards of $49,681 expiring in 2035. Federal NOL carry forward indefinitely but are limited to 80% of taxable income in any given year.\n\nAs of December 31, 2025, the tax losses carried forward related to the subsidiaries subject to income tax in Geneva amounted to $27,837,577, of which $8,898,409 will expire on December 31, 2031 and $18,939,168 will expire on December 31, 2032. Swiss NOL amounts are translated at the December 31, 2025 spot rate of approximately 1.1923 USD/CHF; Swiss law permits loss carryforwards for seven years from the year of generation. However, these NOLs are not available to utilize as they were generated during a tax holiday. As of December 31, 2025 and 2024, the Group had no federal or state research and development tax credit carryforwards.\n\nThe Group accounts for uncertainty in income taxes under ASC 740-10. A tax benefit is recognized only when it is more likely than not that the tax position would be sustained upon examination. As of December 31, 2025 and 2024, the Group concluded that there were no uncertain tax positions to recognize. The Group classifies interest and penalties related to uncertain tax positions as income tax expense; no such amounts were accrued during 2025 or the 2024 inception period.\n\nThe U.S. federal and state income tax returns of Neurosterix, Inc. for the period from March 7, 2025 (date of incorporation) through December 31, 2025 remain open to examination by the relevant taxing authorities. Neurosterix Pharma Sàrl’s Swiss tax returns for the period from formation through December 31, 2025 similarly remain open to Swiss tax authorities. The Group is not currently under examination by any taxing authority.\n\n​\n\n​\n\n**14.****Commitments and contingencies**\n\n*Capital commitments*\n\nAs at December 31, 2025, the Group has no contracted capital expenditure.\n\n*Contingencies*\n\nAs part of the ordinary course of business, the Group is subject to contingent liabilities in respect of certain litigation. Currently, there is no outstanding litigation with a possible negative effect on the Group.\n\nF-72\n\n[Table of Contents](#TOC)\n\n**15.****Related party transactions**\n\nOn April 2, 2024, the Group completed the acquisition of 100% of the outstanding equity of Neurosterix Pharma Sarl and paid a cash consideration of CHF 5.0 million equity interest in Neurosterix US Holdings LLC issued to Addex Therapeutics. As part of the Transaction, the Group and Addex Therapeutics entered into a service agreement which provides Addex Therapeutics with access to certain staff and infrastructure at zero cost to ensure the operation of the Addex Therapeutics retained business. The fair value of the service agreement at the acquisition date was determined to be $0.2 million and was included as part of the total consideration paid (Note 4). During the year ended December 31, 2025, the Company’s employees continued to provide services to Addex Therapeutics under the service agreement, at no charge. The estimated fair value of the services during the year ended December 31, 2025 was $0.2 million. Because the services were provided at zero cost pursuant to the terms of the service agreement, no revenue or related party charge has been recognized in the consolidated financial statements for the year then ended December 31, 2025. The compensation cost of the Company’s employees performing the work is reflected within the Company’s operating expenses. As of December 31, 2025, the Group did not owe Addex Therapeutics under the service agreement.\n\nPerceptive Advisors and its affiliated fund entities (collectively, “Perceptive”) are the Company’s majority unitholders. As of December 31, 2025, Perceptive held approximately 66.0% of total units outstanding, comprised of 60,000,000 Class A units. The Company’s Chief Executive Officer is an employee of Perceptive Advisors.\n\nThe formation of the Company and the acquisition of Neurosterix Pharma Sarl on April 2, 2024 (Note 4) were funded by a syndicate of investors led by Perceptive Advisors. Capital contributions received from the Perceptive amounted to $26.4 million for the year ended December 31, 2025, representing the unfunded commitment of $0.44 per unit on the 60,000,000 Class A units issued at closing and the subsequent June 2024 funding, which was triggered by the achievement of a scientific milestone event in October 2025 (Note 10). Capital contributions received from Perceptive amounted to $33.6 million for the period from April 2, 2024 (inception) through December 31, 2024. No amounts were due from or to Perceptive or its affiliates as of December 31, 2025 or 2024, other than as described elsewhere in these consolidated financial statements.\n\n​\n\n**16.****Events after the balance sheet date**\n\nThere were no material events between the balance sheet date and the date on which these financial statements were approved by the board of directors that would require adjustment to the financial statements or disclosure under this heading beyond those already disclosed elsewhere in the financial statements.\n\n​\n\nF-73"}