v3.26.1
Share-based compensation
12 Months Ended
Dec. 31, 2025
Share-based compensation  
Share-based compensation

14. Share-based compensation

The total share-based compensation expense recognized as continuing operating costs in the statement of comprehensive profit or loss for equity incentive units granted to Board Members, Executive Managers, employees and consultants has been recorded under the following headings:

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Research and development

 

970

2,089

30,190

General and administration

 

69,850

173,194

250,010

Total share-based compensation for continuing operations

 

70,820

175,283

280,200

The total share-based compensation expense recognized as discontinued operating costs in the statement of comprehensive profit or loss under “net profit or loss from discontinued operations” for equity incentive units granted to Board Members, Executive Managers, employees and consultants has been recorded under the following headings:

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Research and development

 

113,709

540,470

General and administration

 

213,972

973,797

Total share-based compensation for discontinued operations

 

327,681

1,514,267

During the twelve-month period ended December 31, 2024, the total share-based compensation expense for equity units recognized as discontinued operating costs amounted to CHF 1.5 million of which CHF 1.2 million related to the accelerated vesting of equity incentive units of employees and Executive managers transferred to Neurosterix Pharma Sàrl and included in the net gain of the sale of activities (note 22).

Employee share option plans (ESOP)

The Company established an employee share option plan to provide incentives to directors, executives, employees and consultants of the Group.

The Group has not granted any share options in 2025. During the year 2024, the Group granted 6,439,124 share options at an exercise price of CHF 0.05 with vesting over 4 years and a 10-year exercise period. Of these share options, 5,413,934 were granted to employees and Executive Managers transferred to Neurosterix Group on April 2, 2024 and the costs of the remaining vesting period were recognized as accelerated vesting under discontinued operations.

During the year 2023, the Group granted the following options with vesting over 4 years and a 10-year exercise period at the grant date as described in the table below. Grant conditions relating to the strike price have been amended during the year ended December 31, 2023.

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Number of share

  ​ ​ ​

Number of

  ​ ​ ​

options granted

share

Number of

for continuing

options repriced

options exercised

Strike price at

Expiry date at 

and discontinued

to CHF 0.043 on

under

grant date

grant date

operations

November 27 2023

the DSPPP

January 1, 2023

 

0.101

 

Dec. 31, 2032

 

436,677

 

 

May 12, 2023

 

0.13

 

May 11, 2033

 

12,736,209

 

12,736,209

 

12,527,235

July 1, 2023

 

0.106

June 30, 2033

 

147,695

 

 

Total 2023

 

  ​

 

13,320,581

 

12,736,209

 

12,527,235

In 2023, 13,320,581 share options were granted of which 12,736,209 were repriced at a strike price of CHF 0.043 on November 27, 2023 and 12,527,235 have been exercised the same day under the DSPPP. Of these share options, 12,521,055 were granted to employees transferred to Neurosterix Group on April 2, 2024 and the costs of the remaining vesting period were recognized as accelerated vesting under discontinued operations.

Movements in the number of options outstanding are as follows:

Average

Average

Average

strike price

strike price

strike price

  ​ ​ ​

(CHF)

  ​ ​ ​

2025

  ​ ​ ​

(CHF)

  ​ ​ ​

2024

  ​ ​ ​

(CHF)

  ​ ​ ​

2023

At January 1

 

0.10

 

8,006,791

 

0.32

 

1,570,346

0.55

777,000

Exercised under the DSPPP

0.043

(12,527,235)

Granted

 

 

 

0.05

 

6,439,124

0.13

13,320,581

Forfeited

1.20

(50,027)

0.05

(2,679)

At December 31

 

0.09

7,956,764

0.10

8,006,791

0.32

1,570,346

At December 31, 2025, of the outstanding 7,956,764 share options (2024: 8,006,791 and 2023: 1,570,346), 3,324,722 were exercisable with an average strike price of CHF 0.06 (2024: 733,582 share options were exercisable with an average strike price of CHF 0.09 and 2023: 686,605 were exercisable with an average strike price of CHF 0.51).

The outstanding share options as at December 31, 2025 and 2024 have the following expiry dates:

At December 31, 2025

Range of strike prices (CHF)

Expiry date

  ​ ​ ​

0.043 to 0.106

  ​ ​ ​

0.13

  ​ ​ ​

0.14 to 0.99

  ​ ​ ​

1.00 to 3.00

  ​ ​ ​

Total

2027

 

 

18,885

 

11,385

45,011

 

75,281

2028

59,530

26,085

5,292

90,907

2029

 

 

 

110,500

 

110,500

2030

 

 

10,000

 

44,854

 

54,854

2031

30,000

83,888

113,888

2032

436,677

192,928

108,955

738,560

2033

356,669

356,669

2034

6,416,105

6,416,105

Total

 

7,209,451

 

311,343

 

146,425

289,545

 

7,956,764

At December 31, 2024

Range of strike prices (CHF)

Expiry date

  ​ ​ ​

0.043 to 0.106

  ​ ​ ​

0.13

  ​ ​ ​

0.14 to 0.99

  ​ ​ ​

1.00 to 3.00

  ​ ​ ​

Total

2025

 

 

 

25,000

 

4,687

 

29,687

2027

 

 

56,655

 

11,385

 

7,241

 

75,281

2028

59,530

26,085

5,292

90,907

2029

 

 

 

110,500

 

110,500

2030

 

10,000

 

 

44,854

 

54,854

2031

40,000

73,888

113,888

2032

436,677

192,928

108,955

738,560

2033

356,669

356,669

2034

6,436,445

6,436,445

Total

 

7,229,791

 

359,113

 

171,425

 

246,462

 

8,006,791

The weighted average fair value of share options granted during 2024 determined using a Black-Scholes model was CHF 0.035 (2023: CHF 0.08). The significant inputs to the model were:

  ​ ​ ​

2024

  ​ ​ ​

2023

Weighted average share price per share at the grant date

 

CHF 0.057

CHF 0.14

Weighted average strike price per share

 

CHF 0.050

CHF 0.13

Weighted average volatility (1)

 

64.62

%

58.16

%

Weighted average expected option life (years)

6.25

6.25

Dividend yield

 

Weighted average annual risk-free rate

 

0.84

%

0.86

%

(1)The expected volatility is based on historical share prices of the company

Deferred Strike Price Payment Plan (DSPPP)

The Group has implemented a staff retention plan which includes a DSPPP which encourages board members, executive managers and employees to exercise their share options or equity sharing certificates and become shareholders of the Company by allowing the deferral of the obligation to pay the strike price until the earlier of the sale of the shares or 10 years. Shares received through the exercise of unvested share options are subject to sales restrictions reflecting the remaining vesting period of exercised equity incentive units. In the event of a change of control, bankruptcy of the Company or forced sale of the shares at a price below the strike price, the deferred strike price payment obligation is waived. Under IFRS 2, the DSPPP is considered to be a non-recourse loan and consequently the options are deemed to be exercised on the date that the loan is repaid. Therefore, neither the shares nor the loan, are outstanding until either the options are exercised by paying the exercise price for the shares (repaying the loan) or the options expire entirely after 10 years without any remaining obligation from the option holders. The DSPPP is considered to be a modification of the equity incentive plan and consequently, the shares issued from the exercise of equity incentive units (“DSPPP Shares”) are recorded as treasury shares and associated share-based compensation is recognized over the remaining vesting period as if the equity incentive units had not been exercised. During the twelve-month period ending December 31, 2024 and 2025, no options have been exercised through our DSPPP.

Movements in the number of DSPPP shares are as follows:

  ​ ​ ​

Average  

  ​ ​ ​

  ​ ​ ​

Average  

  ​ ​ ​

  ​ ​ ​

Average  

  ​ ​ ​

deferred strike

deferred strike

deferred strike

price payment

price payment

price payment

(CHF)

2025

(CHF)

2024

(CHF)

2023

At January 1

0.09

29,950,268

0.09

29,958,807

0.13

17,438,883

Forfeited

0.07

(45,578)

0.09

(8,539)

0.13

(7,311)

Granted - exercise of ESOP & ESC

0.043

12,527,235

At December 31

0.09

29,904,690

0.09

29,950,268

0.09

29,958,807

At December 31, 2025, of the 29,904,690 DSPPP shares (2024: 29,950,268 DSPPP shares), 23,632,556 (2024: 18,512,037) were not subjected to sales restrictions and 8,660,516 (2024: 25,234,215) were related to employees and Executive Managers transferred to, and still employed by, Neurosterix Group at the year end.

The DSPPP has the following expiry dates as at December 31, 2025 and 2024:

At December 31, 2025

  ​ ​ ​

Range of strike prices (CHF)

Expiry date

  ​ ​ ​

0.043

  ​ ​ ​

0.13

  ​ ​ ​

Total

2033

 

17,412,752

17,412,752

2034

 

12,491,938

12,491,938

Total

 

12,491,938

17,412,752

29,904,690

At December 31, 2024

  ​ ​ ​

Range of strike prices (CHF)

Expiry date

0.043

  ​ ​ ​

0.13

  ​ ​ ​

Total

2032

 

17,427,207

17,427,207

2033

 

12,523,061

12,523,061

Total

 

12,523,061

17,427,207

29,950,268