{"url_path":"/sec/adxn/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders and Related Party Transactions","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":1623,"has_tables":true,"body_markdown":"Item 7. Major Shareholders and Related Party Transactions\n\nA.\n\nMajor shareholders.\n\nThe following table sets forth information with respect to the beneficial ownership of our shares as of December 31, 2025 by:\n\n●each beneficial owner of 5% or more of our outstanding shares;\n\n●each of our directors and executive officers; and\n\n●all of our directors and executive officers as a group.\n\n​\n\n76\n\n[Table of Contents](#TOC)\n\nBeneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares that can be acquired within 60 days of April 28, 2026. Percentage ownership calculations are based on 151,901,337 shares issued and outstanding, excluding 66,753,159 treasury shares indirectly held through our wholly-owned subsidiary Addex Pharma SA, as of April 28, 2026, plus consistent with SEC rules on disclosure of beneficial ownership, shares that each security holder has the ability to acquire within 60 days of April 28, 2026, due to outstanding equity interests becoming vested or exercisable. The percentage of shares beneficially owned, shown on the table, reflect these incremental shares that a security holder has the ability to acquire within the time frame noted.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number**\n\n**  ​ ​ ​**\n\n**Percentage**\n\n** **\n\n​\n\n​\n\n**of shares**\n\n​\n\n**of shares**\n\n​\n\n​\n\n​\n\n**beneficially**\n\n​\n\n**beneficially**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**owned**\n\n**  ​ ​ ​**\n\n**owned**\n\n​\n\n*Executive Officers and Directors:*\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nTim Dyer (1)\n\n \n\n18,814,693\n\n \n\n12.23\n\n%\n\nVincent Lawton (2)\n\n \n\n2,800,586\n\n \n\n1.84\n\n%\n\nRaymond Hill (3)\n\n \n\n1,524,844\n\n \n\n1.00\n\n%\n\nRoger Mills (4)\n\n \n\n815,143\n\n \n\n0.54\n\n%\n\nIsaac Manke (5)\n\n \n\n248,728\n\n \n\n0.16\n\n%\n\nJake Nunn (5)\n\n \n\n248,728\n\n \n\n0.16\n\n%\n\nMikhail Kalinichev (6)\n\n​\n\n423,432\n\n​\n\n0.28\n\n%\n\nLénaïc Teyssédou (7)\n\n \n\n499,366\n\n \n\n0.33\n\n%\n\nAll current directors and executive officers as a group (8 persons) (9)\n\n \n\n25,375,520\n\n \n\n16.37\n\n%\n\n(1)Consist of 16,848,979 shares of which 2,046,891 are not freely tradable as of April 28, 2026, and 1,965,714 shares issuable upon the exercise of 1,965,714 outstanding options.\n\n(2)Consist of 2,507,987 shares of which 306,584 are not freely tradable as of April 28, 2026, and 292,599 shares issuable upon the exercise of 292,599 outstanding options.\n\n(3)Consist of 1,365,532 shares of which 166,865 are not freely tradable as of April 28, 2026, and 159,312 shares issuable upon the exercise of 159,312 outstanding options.\n\n(4)Consist of 785,976 shares of which 12,500 are not freely tradable as of April 28, 2026, and 29,167 shares issuable upon the exercise of 29,167 outstanding options.\n\n(5)Consist of 219,561 shares of which 26,952 are not freely tradable as of April 28, 2026, and 29,167 shares issuable upon the exercise of 29,167 outstanding options.\n\n(6)Consist of 306,765 shares of which 37,656 are not freely tradable as of April 28, 2026, and 116,667 shares issuable upon the exercise of 159,312 outstanding options.\n\n(7)Consist of 499,366 shares issuable upon the exercise of 499,366 outstanding options.\n\n(8)Consist of 22,254,361 shares of which 2,624,400, are not freely tradable as of April 28, 2026 and 3,121,159 shares issuable upon the exercise of 3,121,159 outstanding options.\n\n​\n\n77\n\n[Table of Contents](#TOC)\n\n**Voting Rights**\n\nAs of April 28, 2026, our issued share capital as recorded in the commercial register was CHF 2,186,544.96, consisting of 218,654,496 ordinary shares with a nominal value of CHF 0.01 each. All shares rank *pari passu* with each other and no preferred shares exist.\n\n**Shareholders in the United States**\n\nAs of April 28, 2026, to the best of our knowledge and assuming that all of our ordinary shares represented by ADSs (excluding treasury ADSs) are held by residents of the United States, we estimate that approximatively 13.11% of our issued ordinary shares (including ordinary shares underlying ADSs), as identified in publicly available filings, were held in the United States.\n\nB.\n\nRelated Party Transactions.\n\nSince January 1, 2025, we engaged in the following transactions with (i) a company that is owned or controlled by one of our Directors or Corporate Officers (iii) a company in which one of our Directors or Corporate Officers are also a Director or Corporate Officer (iii) our major holders of more of 5% of our outstanding voting securities and their affiliates at the time or after the transaction.\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. In July 2025, Tim Dyer has been appointed President of the Board of Stalicla SA.\n\n**Sale of our allosteric modulator drug discovery technology platform and pre-clinical programs**\n\nOn April 2, 2024, we sold our allosteric modulator drug discovery technology platform and a portfolio of pre-clinical programs to Neurosterix Pharma Sàrl (Neurosterix), a new company funded by Perceptive Xontogeny Venture Fund II L.P, Perceptive Life Sciences Master fund Ltd and Acorn Bioventures 2, L.P (the “Transaction”). Acorn Bioventures 2, L.P is a fund where our Board Member Isaac Manke is a General Partner. As part of the Transaction, Addex received CHF 5.0 million in cash and shares representing 20% equity interest in Neurosterix and concluded a service agreement allowing key members of Addex staff transferred to Neurosterix 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 has continued to provide us with access to certain employees and infrastructure at zero cost. Since November 1, 2025, our CEO Tim Dyer has been remunerated directly 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\nThe fair value of the service agreement amounted to CHF 141,018 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, the Neurosterix Group owed CHF 7,967 to the Addex Group.\n\nDirector and Executive Officer Compensation\n\nSee “Item 6.B—Compensation of Directors and Executive Officers” for information regarding compensation of directors and executive officers.\n\nWe have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify our directors and executive officers to the fullest extent permitted by law.\n\n78\n\n[Table of Contents](#TOC)\n\nRelated-Party Transactions Policy\n\nWe have adopted a related-party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related-party transactions. For purposes of our policy only, a related-party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related parties are, were or will be participants, which are not in the ordinary course of business, (2) at arms’ length and (3) in which the amount involved exceeds CHF 120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. For purposes of this policy, a related party is any executive officer, director (or nominee for director) or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.\n\nUnder the policy, if a transaction has been identified as a related-party transaction, including any transaction that was not a related-party transaction when originally consummated or any transaction that was not initially identified as a related-party transaction prior to consummation, our management must present information regarding the related-party transaction to our board of directors for review, consideration and approval. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-party transactions and to effectuate the terms of the policy. In addition, our board of directors has adopted a Code of Business Conduct and Ethics, under which our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related-party transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including:\n\n●the risks, costs and benefits to us;\n\n●the impact on a director’s independence in the event that the related party is a director, immediate family member of a director or an entity with which a director is affiliated;\n\n●the availability of other sources for comparable services or products; and\n\n●the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.\n\nThe policy requires that, in determining whether to approve, ratify or reject a related-party transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.\n\nC.\n\nInterests of Experts and Counsel.\n\nNot applicable."}