SCHEDULE 13D/A: Addex Therapeutics CEO Timothy Mark Dyer Boosts Stake to 12.94%

Sentiment:

Beneficial Ownership Update 23 June 2025 8:00 PM

Timothy Mark Dyer, CEO of Addex Therapeutics Ltd., has increased his beneficial ownership in the company to 12.94% through a combination of share acquisitions, option exercises, and compensation.

Summary

Timothy Mark Dyer, the Chief Executive Officer and a member of the Board of Directors of Addex Therapeutics Ltd., beneficially owns 18,208,437 shares of the Issuer.
This ownership represents approximately 12.94% of the Issuer's total outstanding ordinary shares, based on 139,391,883 ordinary shares outstanding as of June 18, 2025.
The beneficial ownership consists of 16,848,979 ordinary shares and 1,359,458 shares issuable upon the exercise of options within 60 days of June 20, 2025.
Shares were acquired through various means including initial founder share purchases, participation in private placements using personal funds, and significant grants and exercises of stock options as compensation for his service as CEO.
Notable acquisitions include 7,811 founder shares at CHF 1.00 prior to May 21, 2007, 36,364 shares at CHF 2.75 on August 9, 2013, and 33,333 shares at CHF 3.00 on March 6, 2015, all via private placements.
Large option exercises occurred on October 26, 2022, for multiple grants with a deferred strike price of CHF 0.13 per share, and on November 27, 2023, for 7,008,033 shares with a strike price of CHF 0.043.
As of June 20, 2025, some shares acquired through option exercises (341,995 from April 12, 2022 grant; 825,671 from October 5, 2022 grant; 3,066,014 from May 12, 2023 grant) are not freely tradable.
The Reporting Person's employment arrangements for 2024 were detailed in the Issuer's Annual Report on Form 20-F filed on May 15, 2025.

Sentiment

Score: 7

Explanation: The significant and sustained beneficial ownership by the CEO, acquired through various means including personal investment and compensation, indicates strong insider confidence and alignment with shareholder interests. No negative information or red flags were identified in the filing.

Positives

The CEO's significant beneficial ownership of 12.94% indicates strong alignment of management interests with those of shareholders.
A substantial portion of the CEO's stake was acquired through option exercises and direct share grants as compensation, demonstrating long-term commitment to the company's performance.

Risks

The Reporting Person reserves the right to change his plans regarding the Issuer's securities at any time, based on factors such as business and liquidity objectives, the Issuer's financial condition, market conditions, and alternative investment opportunities.

Future Outlook

The Reporting Person does not have any present plans that would result in changes to the Issuer's control, but reserves the right to modify his plans at any time based on an ongoing evaluation of the Issuer's financial condition, business, market conditions, and alternative investment opportunities.

Management Comments

"The Reporting Person acquired the securities of the Issuer at founding, through the exercise of options, acquisitions through participation in private placements and in consideration for his services as Chief Executive Officer of the Issuer."
"The reporting person also received shares issuable upon exercise of options."
"The Reporting Person reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives; (ii) the Issuer's financial condition, business, operations, competitive position, prospects and/or Share price; (iii) industry, economic and/or securities markets conditions; (iv) alternative investment opportunities; and (v) other relevant factors."

Industry Context

This filing reflects a significant insider ownership stake by the CEO of a biotechnology company, which is common in the industry, particularly for companies in development stages where long-term commitment from leadership is crucial. A substantial CEO stake can signal confidence in the company's long-term prospects and align executive incentives with shareholder value creation.

Comparison to Industry Standards

Timothy Mark Dyer's beneficial ownership of 12.94% of Addex Therapeutics Ltd. is a substantial stake for a Chief Executive Officer in a publicly traded company.
This level of insider ownership is generally higher than the average for CEOs in larger, more established public companies, where executive ownership might typically range from 1-5%.
In the biotechnology or early-stage company sector, such significant insider stakes are more common, as founders and key executives often retain large portions of equity, demonstrating strong personal investment and belief in the company's future, similar to what might be seen in companies like Moderna (where CEO Stéphane Bancel holds a significant stake) or smaller, development-stage biotechs.

Legal Proceedings

Timothy Mark Dyer has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
Timothy Mark Dyer has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

Timothy Mark Dyer received shares and stock options as compensation for his service as Chief Executive Officer of the Issuer, which constitutes related party transactions.

Stakeholder Impact

Shareholders: The significant insider ownership by the CEO can be viewed positively, signaling strong confidence in the company's future and aligning management's interests with shareholder value creation.
Employees: The CEO's continued commitment and substantial stake may foster stability and confidence within the company's workforce.

Next Steps

Timothy Mark Dyer's continued service as Chief Executive Officer of the Issuer, with future vesting of stock options subject to his continuous service.

Key Dates

Date	Description
2007-05-21	Reporting Person acquired 7,811 founder shares at CHF 1.00.
2010-06-01	Options received that were exercised on December 23, 2017.
2011-11-15	Options received that were exercised on December 23, 2017.
2013-08-09	Reporting Person acquired 36,364 Shares at CHF 2.75 per share through a private placement.
2014-06-30	Reporting Person was granted stock options to purchase 400,000 Shares as compensation.
2014-07-01	Reporting Person received 18,143 Shares as compensation.
2014-07-14	Reporting Person received 24,588 Shares as compensation.
2015-01-07	Reporting Person received 17,063 Shares as compensation.
2015-03-06	Reporting Person acquired 33,333 Shares at CHF 3.00 per share during a private placement.
2015-07-28	Reporting Person received 17,149 Shares as compensation.
2016-01-28	Reporting Person received 17,461 Shares as compensation.
2016-08-02	Reporting Person received 20,263 Shares as compensation.
2017-01-16	Reporting Person received 23,001 Shares as compensation.
2017-02-28	Reporting Person was granted stock options to purchase 229,480 Shares as compensation.
2017-07-28	Reporting Person received 23,187 Shares as compensation.
2017-12-23	Reporting Person was granted stock options to purchase 1,052,250 Shares.
2017-12-23	Reporting Person acquired 108,000 Shares through the exercise of options.
2018-01-04	Reporting Person received 24,519 Shares as compensation.
2018-03-28	Reporting Person acquired 31,948 Shares at CHF 3.13 per share through a private placement.
2018-06-01	Reporting Person was granted stock options to purchase 1,199,662 Shares.
2018-08-15	Reporting Person received 18,226 Shares as compensation.
2019-01-01	Reporting Person was granted stock options to purchase 243,506 Shares.
2019-01-04	Reporting Person received 14,136 Shares as compensation.
2020-04-01	Reporting Person was granted stock options to purchase 698,011 Shares.
2021-05-17	Reporting Person was granted stock options to purchase 700,000 Shares.
2022-04-12	Reporting Person was granted stock options to purchase 2,051,972 Shares.
2022-10-05	Reporting Person was granted stock options to purchase 2,830,873 Shares.
2022-10-26	Reporting Person exercised multiple stock options (400,000, 229,480, 1,052,250, 1,199,662, 243,506, 698,011, 700,000, 2,051,972, 2,830,873 shares).
2023-05-12	Reporting Person was granted stock options to purchase 7,008,033 Shares.
2023-11-27	Reporting Person exercised options and acquired 7,008,033 Shares.
2024-01-08	Reporting Person was granted a stock option to purchase 3,369,796 shares.
2025-05-15	Issuer filed its Annual Report on Form 20-F detailing the Reporting Person's employment arrangements for 2024.
2025-06-18	Date as of which 139,391,883 ordinary shares of Addex Therapeutics Ltd were outstanding, as reported in the latest quarterly report on Form 6K.
2025-06-20	Date of event which requires filing of this statement; also the date for assessing shares issuable upon exercise of options within 60 days and freely tradable status.
2025-06-23	Date of filing of this Schedule 13D Amendment No. 8.

Keywords

Addex Therapeutics, Timothy Mark Dyer, Beneficial Ownership, CEO, Insider Ownership, Schedule 13D, Ordinary Shares, American Depositary Shares, Stock Options, Private Placement, Corporate Governance

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