{"url_path":"/sec/adxn/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Operating and Financial Review and Prospects.","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":7119,"has_tables":true,"body_markdown":"Item 5. Operating and Financial Review and Prospects.\n\nYou should read the following discussion in conjunction with our audited consolidated financial statements, including the related notes thereto, included in this Annual Report on Form 20-F. In addition to historical information, this discussion contains forward-looking statements that involve risks and uncertainties. You should read the sections of this Annual Report on Form 20-F entitled “Item 3D—Risk Factors” and “Special Note Regarding Forward - Looking Statements” for a discussion of the factors that could cause our actual results to differ materially from our expectations.\n\nOverview\n\nWe are a clinical-stage pharmaceutical company focused on the development of a portfolio of novel orally available small molecule drug candidates. Our business comprises of a pipeline of proprietary clinical and preclinical stage drug candidates that are being developed by our partners and internally. We or our partners are developing these clinical and preclinical stage proprietary drug candidates for diseases for which there are no approved therapies or where improved therapies are needed including post-stroke sensorimotor recovery, traumatic brain injury, or TBI, recovery, substance use disorder, or, SUD, and chronic cough. We also hold a 20% equity interest in a spin out company, Neurosterix US Holdings LLC, a private company developing a portfolio of preclinical stage proprietary drug candidates for schizophrenia and mood disorders.\n\nOur lead development compound is dipraglurant, a metabotropic glutamate receptor subtype 5 negative allosteric modulator, or mGlu5 NAM, currently under evaluation for future development in post-stroke/TBI recovery. On April 30, 2025, we announced entering into an option and collaboration agreement with Sinntaxis AB for an exclusive license to intellectual property covering the use of mGlu5 inhibitors for the treatment of brain injury recovery. The agreement also includes a research collaboration under which the Sinntaxis team will complete evaluation of dipraglurant for the treatment of brain injury recovery.\n\nOur second development compound, ADX71149 is a novel orally active metabotropic glutamate receptor subtype 2 positive allosteric modulator, or mGlu2 PAM. On July 22, 2024, we announced that our Partner Janssen terminated the development of drug candidate ADX71149, because the Phase 2 study did not achieve statistical significance for the primary endpoint. On April 17, 2025, we announced that our partner Janssen terminated our partnership agreement and returned to us the program including all related intellectual property to the Group. We are currently evaluating the future development of ADX71149.\n\nOur third development program is GABAB PAM for substance use disorders. In 2024, we completed a funded research program to discover novel gamma-aminobutyric acid subtype-b positive allosteric modulators, or GABAB PAMs, for Indivior PLC, or Indivior. On August 27, 2024, Indivior selected a compound for future development in substance use disorder and undertakes all future development of their selected compound. On May 12, 2025, we announced that our partner, Indivior, had successfully completed IND enabling studies with their selected compound.\n\nOur fourth development program is GABAB PAM for chronic cough. Under the terms of the agreement with Indivior, we have exercised our right to select a compound to advance our own independent GABAB PAM program for the treatment of chronic cough. Our selected compound has demonstrated robust anti-tussive activity in multiple preclinical models of chronic cough compared to reference drugs. Subject to securing funding or a development partner, we plan to initiate IND enabling studies.\n\nWe cannot forecast with any degree of certainty which proprietary products or indications, if any, will be subject to future collaborative arrangements, in whole or in part, and how such arrangements would affect our development plan or capital requirements. To date, we have secured grants and other funding from government and non-governmental organizations. As we advance our clinical and preclinical programs, we will continue to apply for subsidies, grants and government or agency sponsored studies that could offset or reduce our development costs.\n\n53\n\n[Table of Contents](#TOC)\n\nThe development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized pharmaceutical companies, including products approved for marketing and/or drug candidates under development, for each of the drug candidates and each of the indications for which we are developing. Furthermore, government authorities in the United States, at the federal, state and local levels, and in other countries, extensively regulate, among other things, the research, development, testing, manufacture, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, import and export of pharmaceutical products, such as those we are developing. The processes for obtaining regulatory approvals in the United States and in foreign countries, along with subsequent compliance with applicable statutes and regulations, require the expenditure of substantial time and financial resources.\n\nWe were founded in May 2002 and completed our initial public offering of shares on the SIX Swiss Exchange in May 2007. On January 29, 2020, we listed American Depositary Shares (ADSs) representing our shares on the Nasdaq Stock Market following the United States Securities and Exchange Commission (SEC) having declared our registration statements on Forms F-1 and F-6 effective. On October 6, 2023, we filed a post-effective amendment to the form F-6 in Addex Therapeutics in order to change our ADS ratio from one ADS to six shares to a new ratio of one ADS to one hundred and twenty shares. The ADS ratio change has been effective since October 23, 2023 and had the same effect as a one to twenty ADS reverse split. The ADS ratio change had no impact on the Company’s underlying shares and was intended to enable the Company to regain compliance with the Nasdaq minimum bid price requirement of ADSs. On November 8, 2023, the company announced that it had received a written notification from Nasdaq confirming that the compliance had been regained. On September 22, 2025, we filed a new registration statement on F-6 in order to appoint the Bank of New-York Mellon (BNY) as our new ADS depositary agent.\n\nOur operations to date have included organizing and staffing our company, raising capital, out-licensing rights to our research stage programs including our mGlu2 PAM and GABAB PAM programs and conducting preclinical studies and clinical trials.\n\nTo date, we have generated CHF 66.8 million of revenue from the sale of license rights and conducting funded research activities for certain of our research programs. We have historically financed our operations mainly through the sale of equity. Through December 31, 2025, we had raised an aggregate of CHF 356.5 million of gross proceeds from the sale of equity.\n\nWe have incurred losses for a total amount of CHF 360.1 million since our inception. During the twelve-month period ended December 31, 2023 and December 31, 2025, we incurred net losses of CHF 10.6 million and CHF 6.7 million, respectively. During the same period ended December 31, 2024, we recognized a net gain of CHF 7.1 million, primarily due to the consideration received in 2024 from the sale of a part of our business to Neurosterix. We expect to continue to incur significant expenses and operating losses in the medium to long term. We anticipate that our expenses will increase significantly in connection with our ongoing and future activities as we:\n\n●continue to invest in our portfolio of preclinical and clinical stage programs;\n\n●hire additional research and development, and general and administrative personnel;\n\n●maintain, expand and protect our intellectual property portfolio;\n\n●identify and in-license or acquire additional drug candidates; and\n\n●incur additional costs associated with operating as a public company in the United States.\n\nWe will need substantial additional funding to support our operating activities as we advance our research and drug candidates through clinical development, seek regulatory approval and prepare for commercialization, if any, of our product candidates are approved. Adequate funding may not be available to us on acceptable terms, or at all.\n\nWe have no manufacturing facilities, and all of our manufacturing activities are contracted out to third parties. Additionally, we currently utilize third-party contractors to carry out a significant proportion of our research and development activities. Furthermore, we do not yet have a sales organization.\n\n54\n\n[Table of Contents](#TOC)\n\nThe Neurosterix Transaction\n\nOn April 2, 2024, we divested our allosteric modulator discovery platform and a portfolio of pre-clinical programs to a new Swiss company, Neurosterix Pharma Sàrl (equivalent to an LLC), focused on the discovery and development of novel orally available allosteric modulator drug candidates, including M4 PAM for schizophrenia and mGlu7NAM for mood disorders. In connection with the Transaction, we received gross proceeds of CHF 5.0 million and a 20% equity interest in Neurosterix US Holdings LLC, theparent company of Neurosterix Pharma Sàrl. Neurosterix US Holdings LLC received USD 65.0 million from a syndicate of investors led by Perceptive Advisors.\n\nThe divestment of our discovery platform and early-stage programs includes the transfer of the associated research and development staff, with a service agreement to allow key members of staff to support us in achieving our business strategy at zero cost for us until December 31, 2024. As of the date of the Transaction, all employees of the Group, other than our Head of Finance, became employees of Neurosterix Pharma Sàrl. Pursuant to the service agreement, certain former employees dedicate a portion of their time to us. As of January 1, 2025, the agreement was not formally renewed. However, Neurosterix agreed to provide us with access to certain employees and infrastructure at zero cost. Since November 1, 2025, our CEO, Tim Dyer, has been directly remunerated by us. On February 28, 2026, Neurosterix relocated its offices, and since that date we assumed responsibility for the rent of our administrative offices. As of the issuance date of the annual report on Form 20-F, we continue to have access to research and development staff at zero cost.\n\nLicense Agreement with Indivior\n\nIn January 2018, we 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 Addex to discover novel GABAB PAM compounds.\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 our participation in a joint development committee, we review, 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 the terms of the agreement, we have granted Indivior an exclusive license to use relevant patents and know-how in relation to the development and commercialization of drug candidates selected by Indivior. Subject to agreed conditions, Addex and Indivior jointly own all intellectual property rights that are jointly developed, and Addex or Indivior individually own all intellectual property rights that Addex or Indivior develop individually. Addex 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\n55\n\n[Table of Contents](#TOC)\n\nIn January 2018, under terms of the agreement, we received 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. On February 14, 2019, Indivior terminated the development of their selected compound, ADX71441.Separately, Indivior funded research at Addex, based on a research plan to mutually agreed between the parties, to discover novel GABAB PAM compounds. These future novel GABAB PAM compounds, if selected by Indivior, become licensed compounds. We agreed with Indivior to an initial research term and duration of two years with a funding of USD 4.0 million over the period for our R&D costs incurred, that can be extended by twelve-month increments. Following Indivior’s selection of one newly identified compound, Addex has the right to also select one additional newly identified compound. Addex was responsible for the funding of all development and commercialization costs of its selected compounds and Indivior has no rights to the Addex selected compounds. The initial two-year research term ran from May 2018 to April 2020. In 2019, Indivior agreed to additional research funding of USD 1.6 million and on October 30, 2020, the research term was extended until June 30, 2021 and Indivior agreed to further 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 has been paid to us, and CHF 1.0 million paid directly by Indivior to third party suppliers that supported the funded research program. In August 2022, the research agreement was extended until March 31, 2023 with additional research funding of CHF 0.85 million. The reserved indications, where Addex retains exclusive rights to develop its own independent GABAB PAM program, were also 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 term was extended until June 30, 2024 and Indivior agreed to additional research funding of CHF 2.7 million including CHF 1.1 million received directly by us and CHF 1.6 million paid directly by Indivior to third party suppliers that are supporting the funded research program.\n\nOn August 27, 2024, Indivior selected a compound for future development in substance use disorders and now undertake all future development of their selected compound. Under the terms of the agreement, we have also exercised our right to select a compound to advance our own independent GABAB PAM program for the treatment of chronic cough. Under the license agreement, we are as well eligible for payments on successful achievement of pre-specified clinical, regulatory and commercial milestones totaling USD 330 million. In addition, we are eligible for tiered royalties from high single digits to low double digits on net sales of applicable products on a country-by-country-basis. The term of the royalty for each licensed product in any particular country commences on such product’s launch and ends on the latest of ten -year anniversary of launch, expiration of certain applicable patent rights, and expiration of certain applicable marketing or data exclusivity periods. The 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 Addex 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\nComponents of Results of Operations\n\nRevenue\n\nFrom the beginning of January 2017 through December 2025, we recognized CHF 18.8 million as revenue primarily under our license agreement with Indivior. We do not have approval to market or commercialize any of our drug candidates, we have never generated revenue from the sale of products and we do not expect to generate any revenue from product sales for the foreseeable future. Prior to approval of a drug candidate, we will seek to generate revenue from a combination of license fees, milestone payments in connection with collaborative or strategic relationships, royalties resulting from the licensing of our drug candidates and payments from sponsored research and development activities as well as grants from governmental and non-governmental organizations.\n\nRevenue from collaborative arrangements comprises the fair value for the sale of products and services, net of value-added tax, rebates and discounts. Revenue from the rendering of services is recognized in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total service to be provided. Revenue from collaborative arrangements may include the receipt of non-refundable license fees, milestone payments, and research and development payments. When we have continuing performance obligations under the terms of the arrangements, non-refundable fees and payments are recognized as revenue by reference to the completion of the performance obligation and the economic substance of the agreement.\n\n56\n\n[Table of Contents](#TOC)\n\nOur revenue has varied, and we expect revenue to continue to vary, substantially from year to year, depending on the structure and timing of milestone events, as well as our development and commercialization strategies and those of our collaboration partners for our drug candidates. We, therefore, believe that historical period to period comparisons are not meaningful and should not be relied upon as an indicator of our future revenue and performance potential.\n\nOther Income\n\nFrom the beginning of January 2017 through December 2025, we recognized CHF 1.9 million as other income including CHF 1.6 million relating to grants, CHF 0.2 million to IT services provided to other R&D companies and CHF 0.1 million related to the fair value of the service agreement with Neurosterix Group. We received CHF 1.2 million from The Michael J. Fox Foundation for Parkinson’s Research, or MJFF, to finance certain clinical activities related to dipraglurant development in Parkinson’s disease levodopa-induced dyskinesia, or PD-LID, and other discovery activities and CHF 0.5 million from Eurostars/Innosuisse to support our mGlu7 NAM program transferred to Neurosterix Pharma Sàrl on April 2, 2024.\n\nIn September 2023, we received a grant from Eurostars/Innosuisse for CHF 0.5 million to support the mGlu2 NAM program of which CHF 0.3 million were received in December 2023. We 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. The remaining funds and deferred income of CHF 0.3 million recorded as assets and liabilities held for sale as of April 2, 2024 have been transferred to Neurosterix Pharma Sàrl.\n\nGrants are recognized at their fair value where there is reasonable assurance that the grant will be received and that we will comply with all associated conditions. Grants relating to costs are recognized as other income in the statement of comprehensive loss over the period necessary to match them with the costs that they are intended to compensate.\n\nOperating Expenses\n\nResearch and Development Costs\n\nFrom the beginning of January 2017 through December 2025, we incurred CHF 67.7 million in research and development costs. They consist mainly of direct research costs, which include costs associated with the use of contract research organizations, or CROs, and consultants hired to assist on our research and development activities, personnel costs, share-based compensation for our employees and consultants, costs related to regulatory affairs and intellectual property, as well as depreciation for assets used in research and development activities. Following the Neurosterix Transaction executed on April 2, 2024, research and development costs no longer include personnel costs and share-based compensation for employees. For the twelve-month periods ended December 31, 2023, 2024 and 2025 respectively, the research and development costs related to divested activities have been recognized in our statements of profit or loss under “Net profit or loss from discontinued operations”.\n\nWe currently use our consultants and CRO’s across our research and development programs. The following table provides a breakdown of our outsourced research and development costs from continuing operations that are directly attributable to the specified programs for the years ended December 31, 2025, 2024 and 2023:\n\n​\n\n​\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**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n**  ​ ​ ​**\n\n**(CHF in thousands, unaudited)**\n\nDipraglurant\n\n \n\n—\n\n \n\n78\n\n \n\n(99)\n\nGABAB PAM\n\n \n\n169\n\n \n\n357\n\n \n\n1,042\n\nOther programs\n\n \n\n21\n\n \n\n—\n\n \n\n—\n\n**Total outsourced research and development costs**\n\n** **\n\n**190**\n\n** **\n\n**435**\n\n** **\n\n**943**\n\n**The 2023 comparatives have been re-presented in order to disclose only continuing operations following the Neurosterix Transaction described above. For more information, please refer to the paragraph below related to the analysis of results of operations.*\n\n57\n\n[Table of Contents](#TOC)\n\nOur research and development expenses are lower following the Neurosterix Transaction executed on April 2, 2024. The table above relates to outsourced research and development costs from continuing operations. Outsourced research and development costs related to discontinued operation from January 1, 2023 to April 2, 2024 have been recognized in the statements of profit or loss under “net profit or loss from discontinued operations”.\n\nWe have no ongoing self-funded clinical studies and in the medium and long term, our expenses may increase, particularly as we continue to the development of a GABAB PAM drug candidate, initiate further clinical trials and seek marketing approval for our drug candidates.\n\nAt this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of our drug candidates. We are also unable to predict when, if ever, material net cash inflows will commence from sales of our drug candidates. This is due to the numerous risks and uncertainties associated with developing such drug candidates, including:\n\n●uncertainty related to discovering clinical candidates;\n\n●uncertainty related to efficiently manufacturing and distributing drug products;\n\n●competitor intellectual property restraining our freedom to operate; and\n\n●timing of initiation, completion and outcome of further clinical trials;\n\nIn addition, the probability of success for any of our drug candidates will depend on numerous factors, including competition, manufacturing capabilities and commercial viability. A change in the outcome of any of these variables with respect to the development of any of our drug candidates would significantly change the costs, timing and viability associated with the development of that drug candidate.\n\nGeneral and Administrative Costs\n\nGeneral and administrative costs consist primarily of staff costs, including salaries, benefits and share-based compensation cost for our employees, D&O insurances and professional fees including legal fees related to corporate matters and audit fees.\n\n**Finance Result, Net**\n\nFinance result net consists mainly of currency exchange differences.\n\nNet profit or loss from discontinued operations\n\nThe net profit or loss from discontinued operations has been recognized in the statements of profit or loss under “net profit or loss from discontinued operations”. It primarily relates to research and development costs, general and administrative costs incurred from January 1, 2023 to the sale of a part of our business executed on April 2, 2024.\n\nShare of net loss of investments accounted for using the equity method\n\nWe received an equity interest of 20% in Neurosterix US Holdings LLC as part of the Neurosterix Transaction. The equity interest has been recognized as an investment at fair value based on a financial valuation of Neurosterix’s Group. The carrying amount of the investment has been decreased to recognize the share of loss of Neurosterix’s Group and tested for impairment whenever events or changes in circumstances indicate that its fair value may be below its recoverable amount.\n\n58\n\n[Table of Contents](#TOC)\n\nTaxation\n\nWe are subject to corporate taxation in Switzerland, United States and France. We are also entitled under Swiss laws to carry forward any losses incurred for a period of seven years and can offset our losses carried forward against future taxes. As of December 31, 2025, we had tax losses carried forward totaling CHF 173.5 million of which CHF 23.1 million will expire by the end of 2026. Deferred income taxes are not recognized as we do not believe it is probable that we will generate sufficient taxable profits to utilize these tax losses carried forward.\n\nA. Operating Results\n\nAnalysis of Results of Operations\n\nThe following table presents our consolidated results of operations for the fiscal years 2025, 2024 and 2023.\n\n​\n\n​\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**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n**  ​ ​ ​**\n\n**(CHF in thousands, unaudited)**\n\n**Revenue**\n\n** **\n\n**30**\n\n** **\n\n**404**\n\n** **\n\n**1,613**\n\n**Other Income**\n\n** **\n\n**143**\n\n** **\n\n**6**\n\n** **\n\n**4**\n\nResearch and development costs\n\n \n\n(672)\n\n \n\n(854)\n\n \n\n(1,187)\n\nGeneral and administrative costs\n\n \n\n(2,316)\n\n \n\n(2,311)\n\n \n\n(2,673)\n\n**Operating loss from continuing operations**\n\n** **\n\n**(2,815)**\n\n** **\n\n**(2,755)**\n\n** **\n\n**(2,243)**\n\nFinance income\n\n \n\n—\n\n \n\n27\n\n \n\n64\n\nFinance expense\n\n​\n\n(15)\n\n​\n\n(4)\n\n​\n\n(321)\n\n**Finance result**\n\n​\n\n**(15)**\n\n​\n\n**23**\n\n​\n\n**(257)**\n\nShare of net loss of investments accounted for using the equity method\n\n​\n\n(4,012)\n\n​\n\n(2,177)\n\n​\n\n—\n\n**Net loss before tax from continuing operations**\n\n​\n\n**(6,842)**\n\n​\n\n**(4,909)**\n\n​\n\n**(2,500)**\n\nIncome tax expense\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**Net loss from continuing operations**\n\n​\n\n**(6,842)**\n\n​\n\n**(4,909)**\n\n​\n\n**(2,500)**\n\nNet profit / (loss) from discontinued operations attributable to equity holders of the Group\n\n \n\n114\n\n \n\n11,965\n\n \n\n(8,056)\n\n**Net profit / (loss) for the period**\n\n** **\n\n**(6,728)**\n\n** **\n\n**7,056**\n\n** **\n\n**(10,556)**\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”, following the Neurosterix Transaction described above. In the financial analysis related to the results of operations made further in the section an asterisk will indicate where comparative information has been represented.*\n\nYear Ended December 31, 2025 Compared to Year Ended December 31, 2024\n\nRevenue\n\nThe following table sets forth our revenue in 2025 and 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**(CHF in thousands)**\n\nCollaborative research funding\n\n​\n\n30\n\n​\n\n404\n\n**Total**\n\n** **\n\n**30**\n\n** **\n\n**404**\n\n​\n\nRevenue decreased by CHF 0.3 million in 2025 compared to 2024 primarily due to the termination of the research agreement with Indivior on June 30, 2024.\n\n59\n\n[Table of Contents](#TOC)\n\nOther Income\n\nThe following table sets forth our other income in 2025 and 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**(CHF in thousands)**\n\nOther service income\n\n​\n\n143\n\n​\n\n6\n\n**Total**\n\n** **\n\n**143**\n\n** **\n\n**6**\n\n​\n\nOther income increased by CHF 0.1 million in 2025 compared to 2024 primarily due to the fair value of the extension of the service agreement with Neurosterix Group.\n\nResearch and Development Expenses\n\nThe following table sets forth our research and development expenses in 2025 and 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years **\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**(CHF in thousands, unaudited)**\n\nDipraglurant PD‑LID\n\n \n\n—\n\n \n\n78\n\nGABAB PAM\n\n \n\n169\n\n \n\n357\n\nOther discovery programs\n\n​\n\n21\n\n​\n\n—\n\n**Subtotal outsourced R&D per program**\n\n** **\n\n**190**\n\n** **\n\n**435**\n\nDepreciation\n\n \n\n—\n\n \n\n78\n\nPatent maintenance and registration costs\n\n \n\n189\n\n \n\n283\n\nOther operating expenses\n\n \n\n293\n\n \n\n58\n\n**Subtotal unallocated R&D expenses**\n\n** **\n\n**482**\n\n** **\n\n**419**\n\n**Total**\n\n** **\n\n**672**\n\n** **\n\n**854**\n\n​\n\nResearch and development expenses, relating to continuing activities, decreased by CHF 0.2 million in 2025 compared to 2024, primarily due to lower GABAB PAM outsourced R&D expenses as we completed our research agreement with Indivior on June 30, 2024.\n\nGeneral and Administrative Costs\n\nThe following table sets forth our general and administrative costs in 2025 and 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**(CHF in thousands, unaudited)**\n\nStaff costs\n\n \n\n389\n\n \n\n243\n\nDepreciation\n\n \n\n8\n\n \n\n115\n\nProfessional fees\n\n \n\n1,315\n\n \n\n1,207\n\nD&O insurance\n\n \n\n184\n\n \n\n226\n\nOther operating costs\n\n \n\n420\n\n \n\n520\n\n**Total**\n\n** **\n\n**2,316**\n\n** **\n\n**2,311**\n\n​\n\nGeneral and administrative costs, relating to continuing activities, driven by the evolution of professional fees remained stable at CHF 2.3 million in 2024 and 2025.\n\n60\n\n[Table of Contents](#TOC)\n\nFinance Result, Net\n\nThe following table sets forth our finance result net in 2025 and 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**(CHF in thousands)**\n\nInterest income\n\n \n\n—\n\n \n\n9\n\nInterest expense\n\n \n\n—\n\n \n\n(1)\n\nInterest cost on leases\n\n​\n\n(2)\n\n​\n\n(2)\n\nForeign exchange gain / (loss), net\n\n \n\n(13)\n\n \n\n17\n\n**Total**\n\n** **\n\n**(15)**\n\n** **\n\n**23**\n\n​\n\nShare of net loss of investments accounted for using the equity method\n\nThe following table sets forth our share of net loss of Neurosterix Group in 2025 and 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**(CHF in thousands)**\n\nShare of net loss for the period of Neurosterix Group\n\n​\n\n(4,012)\n\n​\n\n(2,177)\n\n**Total**\n\n​\n\n**(4,012)**\n\n​\n\n**(2,177)**\n\n​\n\nThe share of the net loss of Neurosterix Group amounted to CHF 4.0 million (CHF 2.2 million in 2024) and relates to 20% of the net loss incurred by Neurosterix group.\n\nYear Ended December 31, 2024 Compared to Year Ended December 31, 2023\n\nRevenue\n\nThe following table sets forth our revenue in 2024 and 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n** **\n\n**(CHF in thousands)**\n\nCollaborative research funding\n\n \n\n404\n\n \n\n1,613\n\n**Total**\n\n** **\n\n**404**\n\n** **\n\n**1,613**\n\n​\n\nRevenue decreased by CHF 1.2 million in 2024 compared to 2023 primarily due to the termination of the research agreement with Indivior on June 30, 2024.\n\n61\n\n[Table of Contents](#TOC)\n\nOther Income\n\nThe following table sets forth the other income in 2024 and 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n**  ​ ​ ​**\n\n**(CHF in thousands)**\n\nOther service income\n\n \n\n6\n\n \n\n4\n\n**Total**\n\n** **\n\n**6**\n\n** **\n\n**4**\n\n​\n\nOther income recognized primarily related to IT consulting services and was close to nil in 2024 and 2023.\n\nResearch and Development Expenses\n\nThe following table sets forth our research and development expenses in 2024 and 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n** **\n\n**(CHF in thousands, unaudited)**\n\nDipraglurant PD‑LID\n\n \n\n78\n\n \n\n(99)\n\nGABAB PAM\n\n \n\n357\n\n \n\n1,042\n\n**Subtotal outsourced R&D per program**\n\n** **\n\n**435**\n\n** **\n\n**943**\n\nDepreciation\n\n \n\n78\n\n \n\n—\n\nPatent maintenance and registration costs\n\n \n\n283\n\n \n\n229\n\nOther operating expenses\n\n \n\n58\n\n \n\n15\n\n**Subtotal unallocated R&D expenses**\n\n** **\n\n**419**\n\n** **\n\n**244**\n\n**Total**\n\n** **\n\n**854**\n\n** **\n\n**1,187**\n\n​\n\nResearch and development expenses, relating to continuing activities, decreased by CHF 0.3 million in 2024 compared to 2023, primarily due to lower GABAB PAM outsourced R&D expenses as we completed our research agreement with Indivior on June 30, 2024.\n\nGeneral and Administrative Costs\n\nThe following table sets forth our general and administrative costs in 2024 and 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n** **\n\n**(CHF in thousands, unaudited)**\n\nStaff costs\n\n \n\n243\n\n \n\n237\n\nDepreciation\n\n \n\n115\n\n \n\n12\n\nProfessional fees\n\n \n\n1,207\n\n \n\n1,164\n\nD&O insurance\n\n \n\n226\n\n \n\n629\n\nOther operating costs\n\n \n\n520\n\n \n\n631\n\n**Total**\n\n** **\n\n**2,311**\n\n** **\n\n**2,673**\n\n​\n\nGeneral and administrative costs, relating to continuing activities, decreased by CHF 0.4 million in 2024 compared to 2023, primarily due to reduced D&O insurance costs.\n\n62\n\n[Table of Contents](#TOC)\n\nFinance Result, Net\n\nThe following table sets forth our finance result net in 2024 and 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n**  ​ ​ ​**\n\n**(CHF in thousands)**\n\nInterest income\n\n \n\n9\n\n \n\n64\n\nInterest expense\n\n \n\n(1)\n\n \n\n(2)\n\nInterest cost on leases\n\n​\n\n(2)\n\n​\n\n(2)\n\nForeign exchange gain / (loss), net\n\n \n\n17\n\n \n\n(317)\n\n**Total**\n\n** **\n\n**23**\n\n** **\n\n**(257)**\n\n​\n\nFinance result, net increased by CHF 0.3 million in 2024 compared to 2023, primarily due to reduced exchange differences as our cash deposits in U.S dollar have decreased.\n\nShare of net loss of investments accounted for using the equity method\n\nThe following table sets forth our share of net loss of Neurosterix Group in 2024 and 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years**\n\n​\n\n​\n\n**ended**\n\n​\n\n​\n\n**December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023***\n\n​\n\n​\n\n**(CHF in thousands)**\n\nShare of net loss for the period of Neurosterix Group\n\n \n\n(2,177)\n\n \n\n—\n\n**Total**\n\n** **\n\n**(2,177)**\n\n \n\n—\n\nThe share of the net loss of Neurosterix Group amounted to CHF 2.2 million in 2024 and relates to 20% of the net loss incurred by Neurosterix group from its inception on April 2, 2024 to December 31, 2024.\n\nB.**Liquidity and Capital Resources**\n\nSince our inception through December 31, 2025, we have generated CHF 66.8 million of revenue and have incurred net losses and negative cash flows from our operations. We have funded our operations primarily through the sale of equity. From inception through December 31, 2025, we raised an aggregate of CHF 356.6 million of gross proceeds from the sale of equity. We have also raised gross proceeds of CHF 5.0 million and acquired a 20% equity interest in Neurosterix US Holdings LLC as part of the Neurosterix Transaction executed on April 2, 2024. As at December 31, 2025, we had CHF 1.6 million in cash and cash equivalents.\n\nOur primary uses of cash are to fund operating expenses, which consist mainly of research and development expenditures and associated general and administrative costs. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the changes in our outstanding accounts payable and accrued expenses. We currently have no ongoing material financing commitments, such as lines of credit or guarantees.\n\nIn the medium and long term, we expect an increase of our expenses compared to the twelve-month period ended December 31, 2025, as we continue to the development of our GABAB PAM chronic cough drug candidate, initiate further clinical trials and seek marketing approval for our drug candidates.\n\n63\n\n[Table of Contents](#TOC)\n\nIn addition, if we obtain marketing approval for any of our drug candidates, we expect to incur significant commercialization expenses related to program sales, marketing, manufacturing and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.\n\nWe expect our existing cash and cash equivalents at the issuance date of Annual Report on Form 20-F will enable us to fund our operating expenses and capital expenditure requirements through mid - June 2026. Our future viability is dependent on our ability to monetize our intellectual property portfolio or our financial assets and raise additional capital though public or private financings that may dilute existing shareholders. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Our future capital requirements will depend on many factors, including:\n\n●the scope, progress, results and costs of our ongoing and planned preclinical study for our GABAB PAM chronic cough drug candidate;\n\n●the timing and amount of milestone and royalty payments we may receive under our license agreements;\n\n●the extent to which we out-license, in-license, sell or acquire other drug candidates and technologies;\n\n●the number and development requirements of other drug candidates that we may pursue;\n\n●the costs, timing and outcome of regulatory review of our drug candidates;\n\n●cost associated with finding alternative suppliers due to geopolitical events such as the ongoing war in Ukraine;\n\n●the costs associated with building out our operations; and\n\n●the costs and timing of future commercialization activities, including drug manufacturing, marketing, sales and distribution, for any of our drug candidates for which we receive marketing approval.\n\nIdentifying potential drug candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive and uncertain process that takes many years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our drug candidates, if approved, may not achieve commercial success. Our revenue, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if at all.\n\nUntil such time, if ever, as we can generate substantial product revenue, we may finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of any additional securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.\n\nIf we raise funds through additional collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market drug candidates that we would otherwise prefer to develop and market ourselves.\n\n64\n\n[Table of Contents](#TOC)\n\nThe following table shows a summary of our cash flows of the continuing operations for the years indicated:\n\n​\n\n​\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**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n​\n\n** **\n\n**(CHF in thousands)**\n\nNet cash flows used in continuing operating activities\n\n \n\n(2,171)\n\n \n\n(2,772)\n\n \n\n(2,168)\n\nNet cash flows used in continuing investing activities\n\n \n\n(795)\n\n \n\n(1)\n\n \n\n—\n\nNet cash flows from continuing financing activities\n\n \n\n1,184\n\n \n\n174\n\n \n\n5,553\n\n**Net cash (used in) / from continuing activities**\n\n** **\n\n**(1,782)**\n\n** **\n\n**(2,599)**\n\n** **\n\n**3,385**\n\n​\n\nOperating Activities of Continuing Operations\n\nNet cash flows used in operating activities consist of the net loss from continuing operations adjusted for changes in net working capital (current assets less current liabilities), and for non-cash items such as depreciation, the value of share-based services and changes in post-employment benefits.\n\nDuring the year ended December 31, 2025, continuing operating activities used CHF 2.2 million of cash primarily due to our net loss from continuing operations of CHF 6.8 million partially offset by a decreased net working capital of CHF 0.5 million mainly due to increased payables and non-cash items of CHF 4.1 million primarily related to the share of the net loss of Neurosterix Group.\n\nDuring the year ended December 31, 2024, continuing operating activities used CHF 2.8 million of cash primarily due to our net loss from continuing operations of CHF 4.9 million partially offset by non-cash items amounting to CHF 2.5 million primarily related to the share of the net loss of the Neurosterix Group.\n\nDuring the year ended December 31, 2023, continuing operating activities used CHF 2.2 million of cash primarily due to our net loss from continuing operations of CHF 2.5 million partially offset by non-cash items of CHF 0.3 million primarily related to share-based costs.\n\nInvesting Activities of Continuing Operations\n\nDuring the year ended December 31, 2025, investing activities of continuing operations amounted to CHF 0.8 million primarily due to an investment in the R&D company Stalicla SA based in Geneva.\n\nDuring the year ended December 31, 2024 and 2023 investing activities of continuing operations were nil or close to nil and primarily related to investments in software and computer hardware.\n\nFinancing Activities of Continuing Operations\n\nNet cash flows from financing activities related to continuing operations, primarily consists of proceeds from the sale of equity securities.\n\nDuring the year ended December 31, 2025, net cash flows from continuing financing activities amounted to CHF 1.2 million and primarily related to proceeds from the sale of treasury shares executed through private placements and the sale agency agreement managed by Kepler Cheuvreux.\n\nDuring the year ended December 31, 2024, net cash flows from financing activities amounted to CHF 0.2 million and primarily related to the sale of treasury shares through the sale agency agreement managed by Kepler Cheuvreux.\n\nDuring the year ended December 31, 2023, net cash flows from financing activities amounted to CHF 5.6 million including CHF 4.5 million from the offering executed with an institutional investor on April 3, 2023 and CHF 1.2 million from the sale agency agreement managed by Kepler Cheuvreux, partially offset by costs associated with the offering, the sale and the issuance of treasury shares whose combined amount paid during the annual year ended December 31, 2023 amounted to CHF 0.3 million.\n\n65\n\n[Table of Contents](#TOC)\n\nLease Liabilities and Commitments\n\nThe maturities for lease payments in relation to operating lease under IFRS 16 as of December 31, 2025 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​\n\n​\n\n​\n\n​\n\n​\n\n**Carrying**\n\n​\n\n**  ​ ​ ​**\n\n**Less than**\n\n**  ​ ​ ​**\n\n**1 to**\n\n**  ​ ​ ​**\n\n**More than**\n\n**  ​ ​ ​**\n\n**Total cash**\n\n**  ​ ​ ​**\n\n**amount**\n\n**At December 31 2025**\n\n​\n\n**1 Year**\n\n​\n\n**5 Years**\n\n​\n\n**5 Years**\n\n​\n\n**out flows**\n\n​\n\n**liabilities**\n\n​\n\n​\n\n**(CHF in thousands)**\n\nLease Liabilities\n\n \n\n9\n\n \n\n29\n\n \n\n—\n\n** **\n\n**38**\n\n** **\n\n**35**\n\n​\n\nLease liabilities relate to the rent related to our registered office located at 12, Chemin des Aulx, Plan-Les-Ouates, Geneva. Until February 28, 2026, we used at zero cost the administrative offices of Neurosterix Group located in Campus Biotech, Chemin des Mines 9, Geneva, Switzerland. Since that date, we assumed responsibility for the rent of our administrative offices following Neurosterix relocation to other offices within Campus Biotech. The additional expected cash out flows from March 1, 2026 to December 31, 2026 amounts to CHF 78,800.\n\nWe have no cancellable operating lease commitments over 5 years. We enter into contracts in the normal course of business with CROs for preclinical studies, manufacturing and other services and products for operating purposes. These contracts generally provide for termination upon notice, and therefore we believe that our non-cancelable obligations under these agreements are not material.\n\nOutstanding Debt\n\nWe do not engage in trading activities involving non-exchange traded contracts nor do we currently have any debt outstanding. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.\n\nC.**Research and Development**\n\nFor a discussion of our research and development activities, see “Item 4.B—Business Overview” and “Item 5.A—Operating Results.”\n\nD.**Trend Information**\n\nFor a discussion of trends, see “Item 5.A—Operating Results” and “Item 5.B—Liquidity and Capital Resources.”\n\nE.**Critical Accounting Estimates**\n\nNot applicable\n\n66\n\n[Table of Contents](#TOC)"}