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  4. [8-K] Gain Therapeutics, Inc. Reports Material Event

Gain Therapeutics (GANX) shareholders back board slate and Ernst & Young AG at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gain Therapeutics, Inc. reported the results of its annual stockholder meeting held on June 24, 2026. Stockholders elected seven directors — Gene Mack, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., and Jeffrey Riley — each to serve a one-year term until their successors are elected and qualified. Support for these nominees ranged from 13.5 million to 14.5 million votes in favor, with broker non-votes of 11.67 million on each director proposal. Stockholders also ratified the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 25,865,468 votes for, 1,074,319 against, and 40,462 abstentions.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification - For votes 25,865,468 votes Ratification of Ernst & Young AG for fiscal year ending December 31, 2026
Auditor ratification - Against votes 1,074,319 votes Ratification of Ernst & Young AG for fiscal year ending December 31, 2026
Auditor ratification - Abstain 40,462 votes Ratification of Ernst & Young AG for fiscal year ending December 31, 2026
Votes for Gene Mack 13,618,503 votes Election as director at 2026 annual meeting
Votes withheld Gene Mack 1,691,620 votes Election as director at 2026 annual meeting
Votes for Dov Goldstein, M.D. 14,477,046 votes Election as director at 2026 annual meeting
Broker non-votes director items 11,670,126 votes Broker non-votes on each director election
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm regulatory
"the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-vote financial
"The votes were cast for this matter were as follows ... Broker Non-Vote"
annual meeting of stockholders regulatory
"held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present"
quorum regulatory
"held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

What did Gain Therapeutics, Inc. (GANX) vote on at the June 24, 2026 annual meeting?
Stockholders voted on electing seven directors for one-year terms and ratifying Ernst & Young AG as independent registered public accounting firm for the fiscal year ending December 31, 2026. Both the director slate and the auditor ratification proposal received stockholder approval.

Which directors were elected at Gain Therapeutics, Inc. (GANX) 2026 annual meeting?
Stockholders elected Gene Mack, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., and Jeffrey Riley. Each was chosen to serve as a director for a one-year term, continuing in office until a successor is duly elected and qualified.

How many votes supported Gain Therapeutics, Inc. (GANX) auditor ratification in 2026?
The proposal to ratify Ernst & Young AG as independent registered public accounting firm received 25,865,468 votes for, 1,074,319 votes against, and 40,462 abstentions. This shows strong stockholder support for maintaining Ernst & Young AG as the company’s external auditor for 2026.

What were the broker non-votes on Gain Therapeutics, Inc. (GANX) director elections?
Each director election showed 11,670,126 broker non-votes. Broker non-votes occur when brokers do not receive voting instructions from beneficial owners on non-routine matters, and these shares are not counted as votes for or against the director nominees.

How many votes did Gene Mack receive in the Gain Therapeutics, Inc. (GANX) 2026 director election?
Gene Mack received 13,618,503 votes for election and 1,691,620 votes withheld, with 11,670,126 broker non-votes. This level of support was generally consistent with other director nominees on the ballot at the 2026 annual stockholder meeting.

Did Gain Therapeutics, Inc. (GANX) remain an emerging growth company in this filing?
Yes. The filing indicates Gain Therapeutics, Inc. is an emerging growth company, as shown by the marked status under applicable Exchange Act provisions. This designation can affect reporting and compliance requirements compared with larger, more established public companies.

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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 24, 2026

     
Gain Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-40237   85-1726310
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

4800 Montgomery Lane, Suite 220

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

 

(301) 500-1556

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which Registered
Common Stock, par value $0.0001   GANX   The Nasdaq Stock Market LLC

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On June 24, 2026, Gain Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. The matters voted on at the Annual Meeting were: (1) the election of seven directors, and (2) the ratification of the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm. The final voting results were as follows:

 

1. The election of Gene Mack, Dov Goldstein, M.D., Hans Peter Hasler, Khalid Islam, Ph.D., Gwen Melincoff, Claude Nicaise, M.D., and Jeffrey Riley as directors to hold office for a term of one year, until their successors are duly elected and qualified or they are otherwise unable to complete their respective terms. The votes were cast for this matter were as follows:

 

Nominee  For   Withheld   Broker Non-Vote 
Gene Mack   13,618,503    1,691,620    11,670,126 
Dov Goldstein, M.D.   14,477,046    833,077    11,670,126 
Hans Peter Hasler   13,517,744    1,792,379    11,670,126 
Khalid Islam, Ph.D.   14,393,372    916,751    11,670,126 
Gwen Melincoff   14,459,942    850,181    11,670,126 
Claude Nicaise, M.D.   14,472,350    837,773    11,670,126 
Jeffrey Riley   14,148,296    1,161,827    11,670,126 

 

2. The proposal to ratify the appointment of Ernst & Young AG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved based upon the following votes:

 

For  Against  Abstain
25,865,468  1,074,319  40,462

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GAIN THERAPEUTICS, INC.
   
Date: June 25, 2026 By: /s/ Gene Mack
  Name: Gene Mack
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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