tm2531595-4_424b5 - none

424B5 1 tm2531595-4_424b5.htm 424B5 tm2531595-4_424b5 - none - 9.6911024s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291644

PROSPECTUS SUPPLEMENT
(To prospectus dated December 5, 2025)

[MISSING IMAGE: lg_addextherapeutics-4c.jpg]

Up to $3,300,000

American Depositary Shares Representing Ordinary Shares

We have entered into an At The Market Offering Agreement, or the sales agreement, dated January 30, 2024, with H.C. Wainwright & Co., LLC, or H.C. Wainwright, relating to offer and sale of American Depositary Shares, or ADSs, each representing one hundred and twenty of our ordinary shares, no nominal value, from time to time through H.C. Wainwright acting as sales agent or principal. In accordance with the terms of the sales agreement, under this prospectus supplement and the accompanying prospectus, we may offer and sell ADSs having a maximum aggregate offering price of up to $3,300,000 from time to time through H.C. Wainwright in this offering, acting as our sales agent.

The ADSs are traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “ADXN”. Each ADS represents the right to receive one hundred and twenty ordinary shares of Addex Therapeutics Ltd. On December 9, 2025, the last reported sales price of our ADSs on Nasdaq was $7.35 per ADS. Our ordinary shares are listed on the SIX Swiss Exchange, or SIX, under the symbol “ADXN.” On December 9, 2025, the last reported sales price of our ordinary shares on SIX was CHF 0.054 or $0.067 per share (based on the exchange rate between the Swiss franc and the U.S dollar reported on such date, which was $1.24 per CHF 1.0).

Sales of the ADSs representing our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through Nasdaq or any other existing trading market in the United States for the ADSs, sales made to or through a market maker other than on an exchange or otherwise, directly to H.C. Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. If we and H.C. Wainwright agree on a method of distribution other than sales of the ADSs on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. H.C. Wainwright is not required to sell any specific number or dollar amount of ADSs, but will act as our sales agent using commercially reasonable efforts to sell on our behalf all of the ADSs requested to be sold by us, consistent with its normal trading and sales practices and applicable laws and regulations, subject to the terms and conditions of the sales agreement on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. This offering pursuant to this prospectus supplement and the accompanying prospectus will terminate upon the earlier of (1) the sale of ADSs pursuant to this prospectus supplement having an aggregate sales price of $3,300,000 and (2) the termination by us or H.C. Wainwright of the sales agreement pursuant to its terms. We provide more information about how the ADSs will be sold in the section entitled “Plan of Distribution.”

H.C. Wainwright will be entitled to cash compensation at a fixed commission rate equal to 3.0% of the gross sales price of the ADSs sold through H.C. Wainwright under the sales agreement. In connection with the sales of ADSs on our behalf, H.C. Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to H.C. Wainwright will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to H.C. Wainwright against certain liabilities, including liabilities under the Securities Act. We have also agreed to reimburse certain of H.C. Wainwright’s expenses in connection with the offering as further described in the “Plan of Distribution” section beginning on page S-30 of this prospectus supplement.

Under the registration statement to which this prospectus supplement forms a part, we may not sell our securities in a primary offering with a value exceeding one-third of our public float in any 12-calendar month period (unless our public float rises to $75.0 million or more). The aggregate market value of our outstanding voting and nonvoting common equity held by non-affiliates computed in accordance with General Instruction I.B.5 to Form F-3 is $9.95 million, based on 125,588,452 shares held by non-affiliates and a CHF 0.063 ($0.079) closing price of the shares on SIX on November 13, 2025. During the 12 full calendar months preceding and including the date of this prospectus supplement, we have not sold any securities under General Instructions I.B.5 to Form F-3.

The ADSs offered hereby comprise a portion of the $150.0 million aggregate value of securities registered for issuance on a primary basis on the registration statement of which this prospectus supplement and the accompanying prospectus form a part.

We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and future filings. However, we have elected not to take advantage of the extended transition period allowed for emerging growth companies for complying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the Securities Act. See the section entitled “Prospectus Supplement Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

Investing in the ADSs involves risks. See “Risk Factors” beginning on page S-10 of this prospectus supplement, on page 6 of the accompanying prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement. You should read all of the information set forth in this prospectus supplement, as well as the documents incorporated by reference herein, carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is December 10, 2025

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		S-3
PROSPECTUS SUPPLEMENT SUMMARY		S-5
THE OFFERING		S-8
RISK FACTORS		S-10
USE OF PROCEEDS		S-15
DIVIDEND POLICY		S-16
CAPITALIZATION		S-17
DILUTION		S-18
DESCRIPTION OF SHARE CAPITAL		S-19
PLAN OF DISTRIBUTION		S-26
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS		S-28
MATERIAL U.S FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS		S-29
SWISS TAX IMPLICATIONS		S-34
LEGAL MATTERS		S-37
EXPERTS		S-37
WHERE YOU CAN FIND MORE INFORMATION		S-38
INCORPORATION OF DOCUMENTS BY REFERENCE		S-39

	ABOUT THIS PROSPECTUS					ii
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					iv
	PROSPECTUS SUMMARY					1
	RISK FACTORS					6
	USE OF PROCEEDS					7
	CAPITALIZATION					8
	DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION					9
	COMPARISON OF SWISS LAW AND DELAWARE LAW					16
	DESCRIPTION OF AMERICAN DEPOSITARY SHARES					24
	PLAN OF DISTRIBUTION					32
	SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS					34
	TAXATION					35
	EXPENSES					35
	LEGAL MATTERS					35
	EXPERTS					35
	WHERE YOU CAN FIND MORE INFORMATION					36
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					37

Amonts in CHF	Actuals as at September 30, 2025		Pro forma as at September 30, 2025		Pro forma As adjusted as at September 30, 2025
	(unaudited)		(unaudited)		(unaudited)
Cash and cash equivalents		2,187,202		2,272,734		4,591,204
Shareholders’ equity
Share capital		1,843,545		2,186,545		2,186,545
Share premium		267,247,110		267,267,021		269,121,248
Other equity		64,620,223		64,620,223		64,620,223
Treasury shares reserve		(684,269)		(961,648)		(497,405)
Other reserves		31,185,660		31,185,660		31,185,660
Accumulated deficit		(358,253,714)		(358,253,714)		(358,253,714)
Total shareholders’ equity, net		5,958,555		6,044,087		8,362,557
Total capitalization		5,958,555		6,044,087		8,362,557

Assumed offering price per ADS			$	8.53
Net tangible book value per ADS as of September 30, 2025	$	6.26
Increase in net tangible book value per ADS attributable to the Pro Forma Adjustments	$	0.03
Pro forma net tangible book value per ADS as of September 30, 2025	$	6.29
Increase in net tangible book value per ADS attributable to this offering	$	0.29
Adjusted net tangible book value per ADS as of September 30, 2025, after giving further effect to this offering	$	6.58
Dilution per ADS to new investors purchasing ADSs in this offering			$	1.95

Number of ordinary shares	Number of registered shareholders on November 30, 2025
1 to 100		180
101 to 1,000		624
1,001 to 10,000		799
10,001 to 100,000		473
100,001 to 1,000,000		118
1,000,001 to 10,000,000		9
Above 10,000,000		2

Shareholder structure according to category of investors (weighted by number of shares)
Private persons					36.20%
Institutional shareholders					1.78%
Treasury shares held by the Group					32.39%
Holder of ADSs listed on Nasdaq not registered in the share register					8.83%
Non identified					20.80%

Shareholder structure by country (weighted by number of shares)
Switzerland					33.06%
United States					1.10%
Other countries					3.82%
Treasury shares held by the Group					32.39%
Holder of ADSs listed on Nasdaq not registered in the share register					8.83%
Non identified					20.80%

Nominal share capital
December 31, 2023(1)			CHF 1,843,545
December 31, 2024			CHF 1,843,545
November 30, 2025			CHF 2,186,545

Conditional share capital
December 31, 2023(2)			CHF 829,973
December 31, 2024			CHF 921,773
November 30, 2025			CHF 921,773

Capital band(3)
December 31, 2023			CHF 891,173
December 31, 2024			CHF 921,773
November 30, 2025			CHF 578,772

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
	Mergers and similar arrangements
	Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.			Under Swiss law, with certain exceptions, a merger or a division of the corporation or a sale of all or substantially all of the assets of a corporation must be approved by two-thirds of the shares represented at the relevant general meeting of shareholders as well as the absolute majority of the par value of the shares represented at such shareholders’ meeting. The articles of association may increase the voting threshold. A shareholder of a Swiss corporation participating in a statutory merger or demerger pursuant to the Swiss Merger Act can file an appraisal right lawsuit against the surviving company. As a result, if the consideration is deemed “inadequate,” such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount to ensure that such shareholder receives the fair value of the shares held by such shareholder. Swiss law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of the voting rights without a vote by shareholders of such subsidiary, if the shareholders of the subsidiary are offered the payment of the fair value in cash as an alternative to shares.
	Shareholders’ suits
	Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.			Class actions and derivative actions as such are not available under Swiss law. Nevertheless, certain actions may, to a limited extent, have a similar effect. An appraisal lawsuit won by a shareholder can be acted upon by any person who has the same legal status as the claimant. Also, a shareholder is entitled to bring suit against directors for breach of, among other things, their fiduciary duties and claim the payment of damages. However, unless the company is subject to bankruptcy proceedings, or if the relevant shareholder can demonstrate having suffered a loss in a personal capacity, a shareholder will only be allowed to ask for payment of damages to the corporation. Likewise, an appraisal lawsuit won by a shareholder may indirectly compensate all

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
				shareholders. Under Swiss law, the winning party is generally entitled to recover a limited amount of attorneys’ fees incurred in connection with such action, provided, however, that the court has discretion to permit the shareholder whose claim has been dismissed to recover attorneys’ fees incurred to the extent he acted in good faith.
	Shareholder vote on board and management compensation
	Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.			Pursuant to the Swiss Ordinance against excessive compensation in listed stock corporations, the general meeting of shareholders has the non-transferable right, amongst others, to have a binding vote each year on the compensation due to the board of directors, executive management and advisory boards.
	Annual vote on board renewal
	Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible. Classified boards are permitted.			The general meeting of shareholders elects annually (i.e. for a term until the end of the following annual general meeting) the members of the board of directors, the chairman of the board and the members of the compensation committee individually for a term of office of one year. Re-election is possible.
	Indemnification of directors and executive management and limitation of liability
	The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors (but not other controlling persons) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation may eliminate or limit the liability of a director for: • any breach of a director’s duty of loyalty to the corporation or its shareholders; • acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • statutory liability for unlawful payment of dividends or unlawful stock purchase or redemption; or • any transaction from which the director derived an improper personal benefit. A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if the director or			Under Swiss corporate law, an indemnification of a director or member of the executive management in relation to potential personal liability is not effective to the extent the director or member of the executive management intentionally or negligently violated his or her corporate duties towards the corporation (certain views advocate that at least a grossly negligent violation is required to exclude the indemnification). Furthermore, the general meeting of shareholders may discharge (release) the directors and members of the executive management from liability for their conduct to the extent the respective facts are known to shareholders. Such discharge is effective only with respect to claims of the company and of those shareholders who approved the discharge or who have since acquired their shares in full knowledge of the discharge. Most violations of corporate law are regarded as violations of duties towards the corporation rather than towards the shareholders. In addition, indemnification of other controlling persons is not permitted under Swiss corporate law, including shareholders of the corporation. The articles of association of a Swiss corporation may also set forth that the corporation shall indemnify and hold harmless, to the extent

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
	officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and the director or officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a court, any foregoing indemnification is subject to a determination that the director or officer has met the applicable standard of conduct: • by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum; • by a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum; • by independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or • by the shareholders. Moreover, a Delaware corporation may not indemnify a director or officer in connection with any proceeding in which the director or officer has been adjudged to be liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the court deems proper.			permitted by the law, the directors and executive managers out of assets of the corporation against threatened, pending or completed actions. Also, a corporation may enter into and pay for directors’ and officers’ liability insurance which typically covers negligent acts as well.
	Directors’ fiduciary duties
	A director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: • the duty of care; and • the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take			The board of directors of a Swiss corporation manages the business of the corporation, unless responsibility for such management has been duly delegated to the executive management based on organizational rules. However, there are several non-transferable duties of the board of directors: • the overall management of the corporation and the issuing of all necessary directives; • determination of the corporation’s organization; • the organization of the accounting, financial control and financial planning systems as required for management of the corporation; • the appointment and dismissal of persons entrusted with managing and representing the corporation; • overall supervision of the persons entrusted with managing the corporation, in particular with

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
	precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.			regard to compliance with the law, articles of association, operational regulations and directives; • compilation of the annual report, preparation for the general meeting of the shareholders, the compensation report and implementation of its resolutions; and • notification of the court in the event that the company is over-indebted. A director of a Swiss corporation has a fiduciary duty to the corporation only. This duty has two components: • the duty of care; and • the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent director would exercise under similar circumstances. The duty of loyalty requires that a director safeguard the interests of the corporation and requires that directors act in the interest of the corporation and, if necessarily, put aside their own interests. If there is a risk of a conflict of interest, the board of directors must take appropriate measures to ensure that the interests of the company are duly taken into account. The burden of proof for a violation of these duties is with the corporation or with the shareholder bringing a suit against the director. Directors also have an obligation to treat shareholders that are in similar situations equally.
	Shareholder action by written consent
	A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.			Shareholders of a Swiss corporation may only exercise their voting rights in a general meeting of shareholders and may not act by written consents.
	Shareholder proposals
	A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.			At any general meeting of shareholders any shareholder may put proposals to the meeting if the proposal is part of an agenda item. No resolution may be taken on proposals relating to the agenda items that were not duly notified. Unless the articles of association provide for a lower threshold or for additional shareholders’ rights: • one or several shareholders representing 10.0% of the share capital may ask that a general meeting of shareholders be called for specific agenda items and specific proposals; and

Amonts in CHF	Actuals as at June 30, 2025		As adjusted as at June 30, 2025
	(unaudited)		(unaudited)
Cash and cash equivalents		2,300,994		2,741,030
Shareholders’ equity
Share capital		1,843,545		1,843,545
Share premium		266,382,595		267,312,423
Other equity		64,620,223		64,620,223
Treasury shares reserve		(738,489)		(672,868)
Other reserves		31,225,922		31,225,922
Accumulated deficit		(356,676,483)		(356,676,483)
Total shareholders’ equity, net		7,212,726		7,652,762
Total capitalization		7,212,726		7,652,762

Number of shares	Number of registered shareholders on October 31, 2025
1 to 100		180
101 to 1,000		626
1,001 to 10,000		803
10,001 to 100,000		472
100,001 to 1,000,000		118
1,000,001 to 10,000,000		9
Above 10,000,000		2

Shareholder structure according to category of investors (weighted by number of shares)
Private persons					35.98%
Institutional shareholders					1.98%
Treasury shares held by the Group					32.44%
Holders of ADSs					9.24%
Non identified					20.36%

Shareholder structure by country (weighted by number of shares)
Switzerland					33.07%
United States					0.68%
Other countries					4.21%
Treasury shares held by the Group					32.44%
Holders of ADSs					9.24%
Non identified					20.36%

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
				• one or several shareholders representing 10.0% of the share capital or CHF 1.0 million of nominal share capital, whichever is lower may ask that an agenda item including a specific proposal be put on the agenda for a regularly scheduled general meeting of shareholders, provided such request is made with appropriate notice. Any shareholder can propose candidates for election as directors or make other proposals within the scope of an agenda item without prior written notice. In addition, any shareholder is entitled, at a general meeting of shareholders and without advance notice, to (1) request information from the Board on the affairs of the company (note, however, that the right to obtain such information is limited), (2) request information from the auditors on the methods and results of their audit, (3) request that the general meeting of shareholders resolve to convene an extraordinary general meeting and (4) request, under certain circumstances and subject to certain conditions, that the general meeting of shareholders resolve a special audit.
	Cumulative voting
	Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.			Cumulative voting is not permitted under Swiss corporate law. Pursuant to Swiss law, shareholders can vote for each proposed candidate, but they are not allowed to cumulate their votes for single candidates. An annual individual election of all members of the board of directors for a term of office of one year (i.e. until the end of the following annual general meeting) is mandatory for listed companies.
	Removal of directors
	A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.			A Swiss corporation may remove, with or without cause, any director at any time with a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders concerned. The articles of association may require the approval by a qualified majority of the shares represented at a meeting for the removal of a director. Our articles of association require that a shareholder resolution to remove an acting director be passed with an absolute majority of the shares represented.
	Transactions with interested shareholders
	The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an “interested			No such specific rule applies to a Swiss corporation.

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
	shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation’s outstanding voting stock within the past three years.
	Dissolution; Winding up
	Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.			A dissolution and winding up of a Swiss corporation requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at a general meeting of shareholders passing a resolution on such dissolution and winding up. The articles of association may increase the voting thresholds required for such a resolution.
	Variation of rights of shares
	A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.			The general meeting of shareholders of a Swiss corporation may resolve that preference shares be issued or that existing shares be converted into preference shares with a resolution passed by a majority of the shares represented at the general meeting of shareholders. Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association. The issuance of shares that are granted more voting power requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at the relevant general meeting of shareholders.
				Shares with preferential voting rights are not regarded as preference shares for these purposes.
	Amendment of governing documents
	A Delaware corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.			The articles of association of a Swiss corporation may be amended with a resolution passed by an absolute majority of the shares represented at such meeting, unless otherwise provided in the articles of association. There are a number of resolutions, such as an amendment of the stated purpose of the corporation and the introduction of authorized and conditional capital, that require the approval by two-thirds of the votes and an absolute majority of the par value of the shares represented at a

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
				shareholders’ meeting. The articles of association may increase the voting thresholds.
	Inspection of books and records
	Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.			Shareholders of a Swiss corporation may only inspect books and records if the general meeting of shareholders or the board of directors approved such inspection and only if confidential information possessed by a corporation is protected. A shareholder is only entitled to receive information to the extent required to exercise such shareholders’ rights, subject to the interests of the corporation. The right to inspect the share register is limited to the right to inspect that shareholder’s own entry in the share register.
	Payment of dividends
	The board of directors may approve a dividend without shareholder approval. Subject to any restrictions contained in its certificate of incorporation, the board may declare and pay dividends upon the shares of its capital stock either: • out of its surplus; or • in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. Stockholder approval is required to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.			Dividend payments are subject to the approval of the general meeting of shareholders. The board of directors may propose to shareholders that a dividend shall be paid but cannot itself authorize the distribution. Payments out of the company’s stated share capital (in other words, the aggregate par value of the company’s registered share capital) in the form of dividends are not allowed; payments out of stated share capital may be made by way of a capital reduction only. Dividends may be paid only from the profits from the previous business year or from the profits brought forward from the previous business years or if the company has distributable reserves, each as will be presented on the company’s audited annual stand-alone balance sheet and after allocations to reserves required by Swiss law and its articles of association have been deducted. The dividend may be determined only after the allocations to reserves required by the law and the articles of association have been made.
	Creation and issuance of new shares
	All creation of shares require the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation.			All creation of shares require a shareholders’ resolution. The creation of authorized or conditional share capital requires at least two-thirds of the voting rights represented at the general meeting of shareholders and an absolute majority of the nominal value of shares represented at such meeting. The board of directors may issue shares out of the authorized share capital during a period of up to two years. Shares are created and issued out of conditional share capital through the exercise of options or of conversion rights that the board of director may grant in relation to, e.g., debt instruments or employees.

	DELAWARE CORPORATE LAW			SWISS CORPORATE LAW
	Rights plans / poison pills
				Under Swiss corporation law, shareholders have pre-emptive rights to subscribe for new issuances of shares. Under certain circumstances, shareholders may authorize the board of directors to limit or withdraw pre-emptive rights or advance subscription rights in certain circumstances. However, limitation or withdrawal of shareholders’ pre-emptive rights can only be decided for valid reasons. Preventing a particular shareholder to exercise influence over the company is generally believed not to be a valid reason to limit or withdraw shareholders’ pre-emptive rights.

Holders or persons depositing or withdrawing shares, surrendering ADSs, or to whom or from whom ADSs are delivered or cancelled, must pay:			For:
$10.00 (or less) per 100 ADSs (or portion of 100 ADSs)			Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property or in relation to a change in the number of shares represented by ADSs
			Surrender of ADSs for the purpose of withdrawal or cancellation of ADSs, including if the deposit agreement terminates or in relation to a change in the number of shares represented by ADSs
$.10 (or less) per ADS			Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs			Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
Fees assessed from time to time, but not exceeding $.10 per ADS during any calendar year			Depositary services
Registration or transfer fees			Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary			Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
			Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes			As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities			As necessary

SEC Form 424B5 filed by Addex Therapeutics Ltd